Fresno City Council
June 23, 2022

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FRESNO CHANDLER EXECUTIVE AIRPORT

LEASE AGREEMENT FOR RESTAURANT FACILITY

Issued By

CITY OF FRESNO, CALIFORNIA

To

HENRY WANG, AN INDIVIDUAL
D.B.A. THE FLIGHT LINE CAFÉ
















 

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Contents
RECITALS ................................................................................................................... 4 ARTICLE I: PROPERTY, TERM, RENT AND OTHER CHARGES ................................. 5 Section 1.01 Premises or Leasehold. ........................................................................ 5 Section 1.02 Term and Termination. ......................................................................... 5 Section 1.03 Holding Over ........................................................................................ 5 Section 1.04 Rent. ..................................................................................................... 5 Section 1.05 Other Charges. ..................................................................................... 6 Section 1.06 Taxes and Assessments. ..................................................................... 7 Section 1.07 Late Payment and Other Charges. ....................................................... 8 Section 1.08 Surety. .................................................................................................. 8 ARTICLE II: OBLIGATIONS OF LESSOR ...................................................................... 9 Section 2.01 Covenant of Title. ................................................................................. 9 Section 2.02 Operation of Airport. ............................................................................. 9 Section 2.03 Maintenance and Repair. ..................................................................... 9 Section 2.04 Non-Liability of Lessor. ....................................................................... 10 ARTICLE III – PRIVILEGES, USES, RIGHTS, INTERESTS AND OBLIGATIONS OF LESSEE ................................................................................................................. 10 Section 3.01 Acceptance of Leased Premises. ....................................................... 10 Section 3.02 Privileges, Uses, Rights and Interests. ............................................... 11 Section 3.03 Improvements. .................................................................................... 12 Section 3.04 Lessee's Maintenance and Repair Obligations. .................................. 16 Section 3.05 Utilities, Outside Storage, Disposable Waste, Control of Hazards and Nuisances, and Lessee's Responsibility Regarding Hazardous Substance ............... 17 Section 3.06 Observation of Governmental Regulations. ........................................ 22 ARTICLE IV - INDEMNIFICATION, EXEMPTION OF LESSOR, AND INSURANCE .... 24 Section 4.01 Indemnification and Release. ............................................................. 24 Section 4.02 Exemption. ......................................................................................... 25 Section 4.03 Insurance. ........................................................................................... 25 ARTICLE V - OPERATING STANDARDS .................................................................... 30 Section 5.01 Designation of Local Representative by Lessee. ................................ 31 Section 5.02 Quality of Service. .............................................................................. 31 Section 5.03 Signs. ................................................................................................. 31

ARTICLE VI - ASSIGNMENT, SUBLEASING, AND HYPOTHECATION, TRANSFER

AND ASSIGNMENT BY DEED OF
TRUST ................................................................................................................. 32 Section 6.01 General. .............................................................................................. 32 Section 6.02 Assignment. ........................................................................................ 32 Section 6.03 Subleasing. ......................................................................................... 32 Section 6.04 Hypothecation, Transfer and Assignment by Deed of Trust. .............. 34 ARTICLE VII - DEFAULT .............................................................................................. 35 Section 7.01 Default by Lessor................................................................................ 35 Section 7.02 Default by Lessee. .............................................................................. 35 Section 7.03 Force Majeure. ...................................................................................... 40 ARTICLE VIII - NOTICES .............................................................................................. 40 Section 8.01 Written Notices Required. ..................................................................... 40 














 
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Section 8.02 Lessee’s Address for Notices. ............................................................... 41 Section 8.03 Lessor's Address for Notices. ................................................................ 41 Section 8.04 Time and Date of Service. ..................................................................... 41 ARTICLE IX - GENERAL PROVISIONS ....................................................................... 41 Section 9.01 Executor's Authority. ............................................................................. 41 Section 9.02 Interpretation of Agreement. ................................................................. 41 Section 9.03 Waiver of Breach of Covenants............................................................. 42 Section 9.04 Venue and Litigation. ............................................................................ 42 Section 9.05 Liens and Claims. .................................................................................. 42 Section 9.06 Successors and Assigns. ...................................................................... 43 Section 9.07 Invalid Provisions. ................................................................................. 43 Section 9.08 Captions and Article/Section/Paragraph Numbers. ............................... 43 Section 9.09 Covenants and Conditions. ................................................................... 43 Section 9.10 Consents/Approvals. ............................................................................. 43 Section 9.11 Merger. .................................................................................................. 44 Section 9.12 Cumulative Remedies. .......................................................................... 44 Section 9.13 Prior Agreements. ................................................................................. 44 Section 9.14 Quiet Possession. ................................................................................. 44 Section 9.15 Time of Essence. .................................................................................. 44 Section 9.16 Review/Examination of Lease. .............................................................. 44 Section 9.17 Accord and Satisfaction. ....................................................................... 45 Section 9.18 National Emergency and Condemnation/Eminent Domain. .................. 45 Section 9.19 Relationship of Parties. ......................................................................... 46 Section 9.20 Conflict of Interest. ................................................................................ 47 Section 9.21 Non-Discrimination. ............................................................................... 47 Section 9.22 Required Accessibility Disclosure. ........................................................ 48 ARTICLE X - SIGNATURE ............................................................................................ 49 














 
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LEASE FOR RESTAURANT FACILITY AT FRESNO CHANDLER EXECUTIVE

AIRPORT
THIS LEASE FOR RESTAURANT FACILITY (Lease) is made and entered the __VW____ day of ____ -XQH_____ 2022, by and between the City of Fresno, California, a municipal corporation (Lessor), and Henry Wang, an individual, d.b.a.

The Flight Line Café (Lessee), which is located inside Fresno Chandler Executive Airport’s Administration/Terminal Building at 510 West Kearney Boulevard, Fresno, California 93706.

RECITALS
WHEREAS, Lessor owns and operates an airport in the City of Fresno, Fresno County, California, known as Fresno Chandler Executive Airport (FCH); and WHEREAS, Lessor and Lessee (Parties) executed a Lease Agreement for Restaurant Facility (Agreement) on May 5, 2016, for an approximately 1,556 square foot restaurant (Premises), which consists of a 1,396 square foot ground floor (dining room and kitchen area) and a 160 square foot basement storage area, inside the existing Administration/Terminal Building at FCH; and
WHEREAS, Agreement expired on June 30, 2021, and Lessor consented to allowing Lessee to remain on the Premises, as a holdover, on a month-to-month lease until the parties are able to enter into a new lease; and
WHEREAS, Lessee desires to remain on the Premises and to continue operating The Flight Line Café; and
WHEREAS, under the Surplus Land Act, Government Code Sections 54220-54234, surplus land is defined as “land owned in fee simple by any agency for which the local agency’s governing body takes formal action in a regular public meeting declaring that the land is surplus and is not necessary for the agency’s use”; and WHEREAS, the subject Premises of this Lease is not a disposition of surplus land pursuant to the Surplus Land Act, because no development or demolition will occur; and WHEREAS, Lessor has determined it is in its best interest to continue leasing Premises to Lessee, allowing Lessee to continue operating The Flight Line Café at FCH, and Lessee hereby desires to accept from Lessor, Premises, subject to the terms within this Lease and from the purpose set forth in this Lease.

AGREEMENT
Parties agree this Lease is subject to the terms, covenants, conditions, agreements, warranties, and provisions herein contained and Lessee expressly covenants and agrees, as a material part of the consideration for this Lease, that Lessee shall fully and faithfully comply with, keep, perform and/or observe each and every term, covenant, condition, 














 

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agreement, warranty, and/or provision hereof to be complied with, kept performed, and/or observed by Lessee.

ARTICLE I: PROPERTY, TERM, RENT AND OTHER CHARGES
Section 1.01 Premises or Leasehold.

The Premises consists of an approximately 1,556 square foot restaurant (Premises), consisting of a 1,396 square foot ground floor, which includes a dining room and kitchen, and a 160 square foot basement storage area. The Leasehold is located inside the existing Administration/Terminal Building at FCH, see Exhibit A, attached hereto and made a part hereof.

Section 1.02 Term and Termination.

The Term of this Lease shall initially be for three (3) years commencing June 1, 2022 (hereinafter referred to as, Commencement Date or Effective Date), and ending May 31, 2025 (Ending Date), unless terminated earlier in the manner and under the conditions herein provided. Either party may terminate this Lease at any time and without cause by serving written notice upon the other party no less than sixty (60) days before such Termination is to be effective. The Director of Aviation (Director) or designee may terminate this Lease as provided herein.

Section 1.03 Holding Over.

A. In the event, Lessee shall remain in possession of the Premises or any part thereof following the end of the life of this Lease, and thus holdover the Term hereof with the express written consent of Lessor, such holding over occupancy shall be a tenancy from month to month only, terminable by either Party hereto upon service of a minimum of a 30-day advance written notice upon the other Party.

B. Rental During Holding Over Period: During the holding over month-to-month tenancy period, Lessee shall pay to Lessor all rent required by this Lease at the rates in effect as of the date immediately preceding the date on which such month- to-month tenancy commences.

C. Applicability of Lease Provisions: Except as otherwise specifically set forth within this provision, such holding over shall be subject to all the terms, covenants, conditions, and provisions of this Lease applicable to a month-to-month tenancy.

Section 1.04 Rent.

Definition: Rent shall mean all monetary obligations of Lessee to Lessor under the terms of this Lease.

A. Net Agreement.















 

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This is a Net Agreement with respect to monthly Base Rent, fees and charges paid to Lessor by Lessee. Lessee shall, at Lessee's cost and expense, in addition to the Rent, fees and charges set forth herein, pay all costs and expenses associated with Lessee's occupancy and use of the Premises and with the activities and operations conducted thereon/therefrom pursuant to this Agreement, including but not limited to those certain activities and operations described herein.

B. Base Rent.

Amount and Due Date: Commencing June 1, 2022, then continuing monthly thereafter during Year 1 of this Lease, Lessee shall pay to Lessor Rent in the amount of Five Hundred Dollars and zero cents ($500.00) per month, such Rent will be due and payable on or before the 1st day of the month for which due without invoice. Commencing June 1, 2023, then continuing monthly thereafter during Year 2 of this Lease, Lessee shall pay to Lessor rent in the amount of Six Hundred Dollars and zero cents ($600.00) per month, such Rent will be due and payable on or before the 1st day of the month for which due without invoice. Commencing June 1, 2024, then continuing monthly thereafter during Year 3 of this Lease, Lessee shall pay to Lessor rent in the amount of Seven Hundred Dollars and zero cents ($700.00) per month, such Rent will be due and payable on or before the 1st day of the month for which due without invoice. The Rent due hereunder for any period less than a full calendar month shall be prorated.

C. Off Set of Credits on Account.

If any credit on Lessee’s account is 180 days or older, Lessor has the right to apply such credit to the outstanding balance without prior written consent from Lessee and which invoice to apply the credit to.

D. Place of Payment.

All fees/charges due to be paid to Lessor by Lessee hereunder shall be paid to Lessor at the address shown below or at such other address to which Lessor, by service of written notice upon Lessee, may direct the payment thereof from time to time during the Term hereof.

City of Fresno Airports Department
Attn: Airports Accounting
4995 E. Clinton Way
Fresno, CA 93727-1504

Section 1.05 Other Charges.

A. Airport Use Fees/Charges

Nothing contained in this Lease shall be deemed to relieve Lessee, any employee of Lessee, or any one or more of Lessee's tenants, sub-Lessees, customers, 














 

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invitees, successors, assigns, or any other person or entity whomsoever, from payment of such other fees and charges as may legitimately accrue to Lessor pursuant to any Ordinance(s) and/or Resolution(s) of the City Council of the City of Fresno (City Council) in effect on the start date of the Term hereof or as such may be passed/adopted and placed into effect by said City Council, at any time and from time to time, during the Term of this Lease, including, without limitation:

1. Miscellaneous fees and/or charges (including, without limitation, fees/charges for Airport security badges, copies of public documents [including extra copies of this Lease], returned check charges, etc.) as are generally assessed by Lessor against members of the general public and/or Lessees, tenants, and/or other users of Airport Premises and/or facilities.

B. Reimbursement for Insurance and other Lessor Expenses.

Lessee shall pay and nothing within this Lease shall be deemed to relieve Lessee, any employee of Lessee, or any one or more of Lessee's tenants, sub-Lessees, customers, invitees, successors, assign s, or any other person or entity whomsoever, from payment of such other fees and charges as may legitimately incurred by Lessor pursuant to Lessor’s ownership of the Premises including but not limited to the pro-rata portion of the Fire and Extended Coverage insurance policy covering the subject Premises.

C. Effect of Failure to Pay Fees/Charges.

Any failure by Lessee to pay any and all airport use fees, and/or miscellaneous fees and charges to Lessor (as additional rent), as and when due to be paid to Lessor thereby, shall constitute a Default on the part of Lessee under this Lease.

Section 1.06 Taxes and Assessments.

In addition to the rentals, fees, and charges herein set forth, Lessee shall pay, as and when due (but not later than fifteen [15] days prior to the delinquency date thereof) any and all taxes and general and special assessments of any and all types or descriptions whatsoever which, at any time and from time to time during the Term of this Lease, may be levied upon or assessed against Lessee, the Premises and/or any one or more of the improvements located therein or thereon and appurtenances thereto, other property located therein or thereon belonging to Lessor or Lessee, and/or upon or against Lessee's interest(s) in and to subject Premises, improvements and/or other property, including possessory interest as and when such be applicable to Lessee hereunder

1. 1 NOTE: Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City of Fresno (Lessor) is a taxable possessory interest, unless the possessor of interest in such property is exempt from taxation. With regard to any possessory interest to be acquired by Lessee hereunder, Lessee, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges an d agrees that, prior to its executing this lease, Lessee either took a copy hereof to the office of the Fresno County Tax Assessor or by some other appropriate means, independent of Lessor or any employee, agent, or representative of Lessor, determined, to Lessee's full and complete satisfaction, how much Lessee will be taxed, if at all. 














 

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Section 1.07 Late Payment and Other Charges.

A. Late Payment Charge.

Should any installment of rent or other payment of fees accruing under the provisions of this Lease not be paid as and when due, a late payment charge equal to the lesser of one and one-half percent (1.5%) of the total overdue amount, or the maximum amount allowable by law, shall be charged on a monthly compounded basis from the date when the payment was due until full amount of the late payment(s) and accrued late charges are received by Lessor. The minimum charge per month shall be one dollar ($1.00).

B. Best Estimate of Damage.

Lessee and Lessor recognize that the damage which Lessor shall suffer as a result of Lessee's failure to pay rent and/or other sums when due is difficult to ascertain, and therefore agree the above said late charge is the best estimate of the damage which Lessor shall suffer in the event of Lessee's late payment.

C. Change to Late Payment Charge.

It is expressly stipulated that the amount of the Late Payment Charge (above) may, at any time and from time to time during the term of this Lease, be changed by ordinance/ resolution passed/adopted by the City Council when, in said Council's opinion, economic conditions and/or other relevant facts and/or circumstances may reasonably warrant such action.

D. Non-Relief from Payment.

Nothing within this Lease contained shall be deemed to relieve Lessee from payment of rent or other sums at the time and in the manner herein provided.

Section 1.08 Surety.

A. Due Date, Type and Amount of Surety.

Within thirty (30) days of the commencement of rental payments hereunder, Lessee shall provide Lessor, and shall thereafter maintain during the Term of this Lease, a valid Surety instrument or surety amount, in an amount equal to the next three (3) month’s rent, guaranteeing Lessee's fully and faithfully undertaking, observing, keeping and performing any and all of the terms, covenants, conditions, warranties, agreements, undertakings, and/or provisions hereof to be observed, kept, performed, and/or undertaken by Lessee.

A. Form of Surety. The surety instrument shall be in one of the following forms:
















 
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1. A Surety Bond issued by an insurance company lawfully admitted and doing business in good standing in the State of California and authorized to write such bonds in said State; or

2. An Irrevocable Letter of Credit established in favor of Lessor for the account of Lessee by a federally chartered bank located in the State of California and lawfully doing business in said State; or

3. An Automatically Renewable Certificate of Deposit in the name of Lessor issued by a federally chartered Bank or Savings and Loan Association located in the State of California and lawfully doing business in said State (Interest may accrue to Lessee [Depositor]; or

4. A Cash Deposit (Lessor shall not be obligated or required to pay and shall not pay any interest whatsoever).

B. Return/Surrender/Release of Surety by Lessor. Except as provided within this Article, at the end of the term hereof, such surety as shall have been provided by Lessee and which is then currently being held by Lessor shall be returned/ surrendered/released by Lessor, provided that there are no outstanding claims against Lessee.

ARTICLE II: OBLIGATIONS OF LESSOR
Section 2.01 Covenant of Title.

Lessor warrants and covenants that it has full right and authority to enter this Lease and that all things have happened and been done to make its granting of said Lease effective.

Section 2.02 Operation of Airport.

Lessor covenants and agrees during the Term hereof to operate and maintain Airport and its public airport facilities as a public airport consistent with the Sponsor's Assurances given by Lessor to the United States Government under the Federal Aviation Act, the terms of which are contained in Exhibit B.

Lessee shall use the subject Premises in support of and in connection with the business of operating a restaurant facility, The Flight Line Café. Lessee shall comply with the M
inimum Standards for Fresno Chandler Ex ecutive Airport, as set forth in Exhibit C, and approved by the City Council, inc luding any futur e changes/alterations approved by the City Council.

Section 2.03 Maintenance and Repair.

A. Lessor shall be obligated to repair and maintain only the foundation, exterior walls, and exterior roof of the Premises. Provided, however, if the need for such maintenance and repairs is caused, in whole or in part, by the act, neglect, fault or omission of any duty by Lessee, its agents, employees, and/or invitees, or by breaking and entering, in which event(s) such maintenance and repairs shall be the obligation of Lessee at Lessee's cost and expense.















 
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B. Lessor shall not be liable for any failure to make repairs or to perform any maintenance unless such failure shall persist for an unreasonable period of time after written notice of the need of such repairs or maintenance is given Lessor by Lessee. There shall be no abatement of rent and no liability of Lessor by reason of any injury to Lessee's business or any interference with Lessee's uses of the Premises arising from Lessor's making any repairs and/or performing any maintenance in/on/to/for either the Premises or any of the improvements located therein/thereon or any appurtenances thereto. Lessor shall not be responsible in any way whatsoever for any acts or omissions on the part of any sub-Lessees, tenants, and/or any other third parties.

C. During the Term hereof, Lessor shall not, under any circumstances, be obligated to mak
e any alterations, additions, or modifications in, on or to any part or all of the Premises or in, on or to any one or more of the improvement(s) located therein or thereon, or to any of the facilities appurtenant thereto, as said Premises, improvements and appurtenant facilities exist(ed) at the time this Lease was entered into or as such may exist, at any time and from time to time, during the Term hereof.

D. Lessor hereby agrees to maintain in good repair and in a clean and orderly condition any common areas, public access areas, and other public areas of the Airport essential to Lessee’s operations that conform with Lessor’s and applicable FAA construction specifications.

Section 2.04 Non-Liability of Lessor.

A. Without waiver or limitation, Lessor shall not in any event be liable for any acts or omissions of Lessee, its officers, officials, employees, agents, volunteers, invitees, consultants, sub-consultants, contractors, or subcontractors, or for any conditions resulting from the operations or activities of Lessee, its officers, officials, employees, agents, volunteers, invitees, consultants, sub-consultants, contractors, or subcontractors, or for any conditions resulting from the operations or activities of any other lessee, permittee, tenant, concessionaire, vendor, supplier, consultant, sub-consultant, contractor, subcontractor, or invitee, however caused.

B. Lessor shall not be liable for Lessee’s failure to perform any of the obligations under this Lease or for any delay in the performance thereof, nor shall any such delay or failure be deemed a default by Lessor.

ARTICLE III – PRIVILEGES, USES, RIGHTS, INTERESTS AND

OBLIGATIONS OF LESSEE
Section 3.01 Acceptance of Leased Premises.

Lessee hereby accepts each and every part of the Premises, together with any and all of th
e improvements located in and on same, and all of the facilities appurtenant thereto, in their present "as is" condition as of the Commencement Date of the Term of this Lease. 














 
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Lessee acknowledges: (1) it has not relied on the representations of Lessor or any of Lessor’s employees, agents, or representatives; (2) it has inspected the Premises; and (3) it agrees to accept the Premises “as -is”, “where-is”, and “with all faults” and in the condition in which such Premises exist, including all known and unknown faults and/or deficiencies, recorded and/or unrecorded easements, on the Effective Date of this Lease.

Lessee further agrees that the P remises are suitable for Lessee’s intended uses of the Premises, subject to Lessor’s obligations under this Lease.

Section 3.02 Privileges, Uses, Rights and Interests.

Subject to the other terms and conditions set forth in this Lease, Lessee shall use the Premises for operating a restaurant, The Flight Line Café. Lessee shall maintain restaurant operating hours open to the public, Tuesday through Saturday, from the hours of 0630 to 1430 at a minimum. The required hours and days may be changed with the prior expressed written consent of Lessor’s Director of Aviation (Director). Should Lessee cease operating the restaurant or reduce it to a level that is inc idental to the Lessee’s operations on the Premises , will constitute an event of Default. Lessee shall use the Premises only for those uses specifically set forth in the immediately preceding sentences, unless Lessee obtains the prior written consent of Director. Lessee shall use the Premises in support of and in connection with the operating the restaurant, and as doing such, shall comply with the Minim um S tandards for Fresno Chandler Executive Airport, as shown in Exhibit C, attached hereto and made a part hereof, and approved by City Council including any future changes/alterations approved by City Council. Any use except for that which is expressly permitted by Director is unauthorized.

A. Use of Public Facilities: Together wi th occupancy and use of the Premises and subject to any and all of the covenants, conditions, terms, agreements, and provisions of this Lease, during the Term hereof, Lessee shall have the use, in common with others, of all public airport facilities and improvements as such exist(ed) on the Commencement Date of the Term hereof or as such may exist at any time and from time to time, during the Term of this Lease. Lessee shall have access to the Administration/Terminal Building’s lobby for customer ingress/egress to the restaurant. Lessee may periodically use the lobby for overflow of diners during special events, provided Lessee has written approval from Lessor.

1. For the purposes of this Lease, "public airport facilities and improvements" includes, but is not limited to roadways, sidewalks, lighting facilities, or other things of a public use nature appurtenant to Airport.

2. Lessee's right to use said public airport facilities in common with others shall be exercised only subject to and in accordance with the laws of the United States of America and the State of California and any and all applicable rules and regulations promulgated by their authority, and in accordance with any and all applicable rules, regulations and ordinances of Lessor as any and all such laws, rules and/or regulations exist(ed) on the 














 
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commencement date of the term hereof or as any and all of such may exist, at any time and from time to time, during the Term of this Lease.

3. None of the foregoing provisions of this sub-section of this Section of this Article shall be deemed to relieve Lessee and its tenants, sub-Lessees, patrons, invitees, successors, assigns, and/or any other person or entity whomsoever from payment of such Airport use fees and/or charges as are levied generally by Lessor, including, without limitation, common-use areas of the Airport under the direct control of Lessor, shall legitimately accrue to Lessor pursuant to any Ordinance(s) and/or Resolution(s) of the City Council either in effect on the Commencement Date of the Term hereof or as may be adopted and placed into effect by said City Council at any time and from time to time during the Term of this Lease.

B. Access Control: Any control over access to/from the Premises shall be the responsibility of Lessee. Lessor shall have no responsibility whatsoever in this matter.

Section 3.03 Improvements.

Lessee shall not make any structural changes, alterations, additions, or modifications to any
of the improvement(s) located in or on the Premises at any time during the Term of this Lease, or construct or install any new improvements therein or thereon (except industrial improvements, trade fixtures and office improvements made/installed pursuant to the provisions of this Lease, below), or enter into any contract for the making of any one or more of such, without the prior written consent/ approval of Director. The equipment shall remain the property of the Lessee and be removed upon expiration of this Lease. The kitchen hood and exhaust/makeup air unit, tables and chairs, the bar/countertop, and all other items provided by Lessor at the execution of this Lease shall remain property of Lessor and shall be returned upon the Expiration of this Lease in the condition in which it was provided. Any and all improvements of any kind made or constructed or installed in or on said Premises for any reason shall comply with all government regulations as set forth in sub-section 3.06 below and shall be made by Lessee at Lessee’s sole cost and expense.

A. In the event Lessee shall either make any structural changes, alterations, additions, or modifications to the Premises or to any improvement(s) constructed/installed/located therein or thereon, or construct, install, and/or place any new improvement(s) therein or thereon without Director's prior written consent and/or approval, Lessor may require that Lessee remove any or all of such at Lessee's cost and expense.

B. Any and all changes, alterations, additions, modifications, and/or improvements that Lessee shall desire to make to the Premises which, pursuant to any provision hereof, requires the consent/approval of Director, shall be presented to Director in written form together with two (2) sets of proposed detailed plans. 














 
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C. In each and every instance, Director's written consent to and/or approval of any such alterations, additions, modifications, and/or improvements shall be deemed conditioned upon Lessee's full and faithful compliance with the provisions of this Lease, below.

D. Lessee shall neither remove, waste, destroy and/or structurally modify any of the improvements located on the Premises upon the Commencement Date hereof or constructed/installed/placed therein/thereon at any time during the Term of this Lease; nor shall Lessee suffer or permit the removal, waste, destruction and/or structural modification thereof by any other person or entity, except as expressly authorized, permitted, and/or provided for within this Lease. Any removal, wasting, destruction and/or structural modification of any improvement(s) shall be subject to any and all of the terms, covenants, conditions, stipulations, warranties, agreements, and/or provisions contained in or applicable to this Lease.

E. Ownership and Disposition of Improvements. All improvements which may be made to the Premises by Lessee at any time and from time to time during the Term of this Lease shall, upon completion, be owned by and remain the property of Lessee throughout the Term of this Lease. At the end of the Term of this Lease (and any extensions), or upon early termination by Lessor, all of the improvements erected, constructed, and/or placed in, on, or upon the Premises by Lessee at any time during the Term hereof shall become part of the realty and the property of Lessor; and, upon such improvements becoming part of the realty and the property of Lessor, Lessee shall:

1. Within thirty (30) days following the date on which such improvements become part of the realty and the property of Lessor, execute and provide Lessor with a valid bill of sale, transferring all rights, title, interests and ownership in and to such improvements to Lessor, and Lessee shall not be entitled to any remuneration or other consideration whatsoever from Lessor for the value, if any, of such improvements; and

2. Such improvements shall be given over to Lessor free and clear of any and all encumbrances, liens, claims, or demands of any nature or description whatsoever, except for any then still outstanding loan obtained by Lessee and used to finance the cost of such improvements and secured by a recorded Deed of Trust where such loan shall have been obtained by Lessee and made by a Lender pursuant to and in full conformity with the provisions of this Lease applicable to such loans, in which event, the matter of such outstanding loan balance and the existence and disposition of such a Deed of Trust shall be governed by the provisions of this Lease.

3. If, for any reason whatsoever, Lessee shall fail to provide Lessor with any bill(s) of sale pursuant to the provisions of the immediately preceding paragraphs "i" and "ii", such failure shall not, in any way whatsoever, invalidate Lessor's claim of ownership of any such improvements or trade 














 
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fixtures or delay Lessor's acquiring ownership thereof pursuant to the provisions of this Article and ownership of such shall vest in Lessor, as and when required by this Lease, to the same force and effect as would exist had Lessee provided Lessor with such bill(s) of sale; however, nothing within this paragraph "iii" contained sh all relieve Lessee of its obligation to provide any such bill(s) of sale to Le ssor, as and when required by any of the provisions of this Lease.

F. Industrial Improvements. Lessor hereby grants to Lessee the right, at any time and from time to time during the Term hereof, to make, install and/or affix in the restaurant, installations and improvements of a type necessary for such purposes as are consistent with those certain uses of the restaurant, hereof, such installations and improvements being hereinafter called "Industrial Improvements". "Industrial Improvements" shall include firefighting equipment (such as hose reels and extinguishers) and installation of such air distribution lines or additional electrical conduit, outlets, and lighting fixtures, natural gas lines, or water piping, as may be necessary therefor.

G. Trade Fixtures. Lessor hereby grants to Lessee the right, at any time and from time to time during the Term hereof, to make improvements of an easily detachable/removable nature, in the restaurant and to place, install and/or affix in, to, or on same "Trade Fixtures", including the right to make any necessary minor alterations in said restaurant to accommodate such fixtures. Trade fixtures shall include machinery and equipment, jigs and fixtures, racks and bins, handling equipment and devices, tools, etc.

H. Office Improvements. Lessor hereby grants to Lessee the right, at any time and from time to time, to make, in the restaurant, temporary, detachable installations and improvements of a type necessary for general office purposes, hereinafter called "Office Improvements". Office improvements shall be limited to installation of additional electrical conduit and outlets, light fixtures, shelving, counters, carpets, and drapes.

I. Limitation on Industrial Improvements/Trade Fixtures/Office Improvements. As respectively defined within paragraphs "F", "G" and "H" of this Section 3.03 (collectively referred to as, ITO Improvements), above, shall not include: (1) any installations or improvements which by their removal shall materially damage or destroy any part of the Premises, or (2) any other installations or improvements which become part of the realty and the property of Lessor at the end of the Term hereof pursuant to any of the provisions of this Lease.

J. Ownership of ITO Improvements. All ITO Improvements placed in or on the Premises by Lessee during the Term of this Lease shall be and remain the property of Lessee throughout the Term hereof, and Lessee shall have the right to remove any and all such improvements and/or trade fixtures within the fifteen (15) calendar day period immediately following the end of the Term hereof; or, in the event of 














 
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any holding over by Lessee pursuant to the holding over provisions hereof, within the same period of time following the end of any such holding over period. Any ITO Improvements which are not removed by Lessee during the period of time allowed therefor shall, at 12:00:01 a.m., on the next day following the end of such period, at the option Lessor become part of the realty and the property of Lessor, free and clear of any and all liens, claims and/or demands whatsoever. Should Lessee remove any ITO Improvements, as provided, Lessee shall be responsible for returning the Premises to the condition existing prior to their installation.

K. Transfer of Ownership of ITO Improvements to Lessor at the Expiration of the Term of this Lease. Upon any ITO Improvements becoming part of the realty and the property of Lessor pursuant to any of the provisions of this Article, above, transfer of ownership thereof to Lessor shall be effected pursuant to the provisions of this sub-section, below.

1. Within thirty (30) days following the date on which any such improvements or trade fixtures become part of the realty and the property of Lessor, Lessee shall execute and provide Lessor with a valid bill of sale, transferring all of Lessee's rights, title, and interests in and to such improvements or trade fixtures to Lessor, and neither Lessee nor any other party whomsoever shall be entitled to any remuneration or other consideration whatsoever from Lessor for the value, if any, thereof.

2. Any and all such ITO Improvements shall be given over to Lessor by Lessee free and clear of any and all encumbrances, liens, claims, and/or demands of any nature or description whatsoever, except for any then still outstanding loan obtained by Lessee and used to finance the cost of any such improvements and secured by a recorded Deed of Trust where such loan shall have been obtained by Lessee and made by a Lender pursuant to and in full conformity with the provisions of this Lease, in which event, the matter of any such outstanding loan balance and the existence and disposition of any such a Deed of Trust shall be governed by the provisions of this Lease.

3. If, for any reason whatsoever, Lessee shall fail to provide Lessor with any bill(s) of sale pursuant to the provisions of the immediately preceding paragraphs "A" and "B", such failure shall not, in any way whatsoever, invalidate Lessor's claim of ownership of any such improvements or trade fixtures or delay Lessor's acquiring ownership thereof pursuant to the provisions of this Article and ownership of such shall vest in Lessor, as and when required by this Lease, to the same force and effect as would exist had Lessee provided Lessor with such bill(s) of sale; however, nothing within this paragraph "iii" contained sh all relieve Lessee of its obligation to provide any such bill(s) of sale to Lessor, as and when required by any of the provisions of this Lease.















 
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Section 3.04 Lessee's Maintenance and Repair Obligations.

A. Lessee's Obligations Regarding Repair and Maintenance of the Premises.

Lessee shall be solely responsible for and expressly agrees at all times during the term of this Lease, at Lessee's own cost and expense, keep and maintain the Premises and any and all other improvements constructed, installed, and/or located in and/or on said Premises in good order and repair, and in a clean, sanitary, sightly, and neat condition (Lessor shall have no obligation to provide any services whatsoever in this regard); and at Lessee’s sole expense maintain, repair, and/or provide the premises and any and all facilities and other improvements in full compliance with any and all building, fire, safety, and environmental codes, ordinances, statutes, standards, rules, regulations and/or requirements of any and all federal, state, county and/or municipal governmental entities which may, at any time and from time to time during the Term hereof, be required by law to facilitate the commencement and/or continuation of the use(s) thereof for such purposes as are authorized hereunder.

B. Lessor's Right to Enter.

Lessor's representatives shall have the right to enter upon all or any part of the Pr
emises (including but not limited to, when needing access to the basement, upstairs tower area, plumbing and electrical systems, and other areas) at any and all reasonable hours on any day of the week for the purpose of inspecting same or for the purpose of making any required repairs thereto and performing any required maintenance thereon. Lessor agrees to provide Lessee with a minimum of ten (10) days’ notice in advance of any formal inspection of the Premises and prior to the making of any required repairs thereto, except in cases of emergency wherein no advance notice will be required.

C. Repairs by Lessor at Lessee's Expense.

In t
he event Lessor deems any repairs required to be made by Lessee necessary and serves Lessee with written notice thereof, if, for any reason whatsoever, Lessee fails to commence such repairs and complete same with reasonable dispatch, Lessor may then make such repairs or cause such repairs to be made and shall not be responsible to Lessee for any loss or damage that may occur to Lessee's stock or business by reason thereof. If Lessor makes such repairs or causes such repairs to be made, Lessee agrees that the cost thereof shall be payable, as additional rent, along with the next monthly rental installment due hereunder after the completion of such repairs and the submission by Lessor to Lessee of a statement of such cost, or if no further rental installments are then payable, within thirty (30) days following submission by Lessor of any such statement.















 
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Section 3.05 Utilities, Outside Storage, Disposable Waste, Control of Hazards and Nuisances, and Lessee's Responsibility Regarding Hazardous Substance A. Utilities (Gas, Electric, Trash, a nd for all telephone/communications).

1. During the Term hereof, Lessee shall make its own arrangements for and pay all charges for gas, electricity, telephone, internet, trash collection and other utility service(s) (Utilities) supplied to and used on the Premises. All such charges shall be paid before delinquency, and Lessor and the Premises shall be protected and held harmless by Lessee therefrom.

Should Lessee make arrangements for any Utilities through the City's Finance Department's Utilit ies Billing and Co llection Section (e.g. solid waste [trash] disposal), Lessee agrees to pay to Lessor, monthly, upon receipt of the billing(s) therefor at the then current rates as established from time to time by ordinances of Lessor for such services, such sum(s) as shall be due for any and all such services provided to the Premises during the Term hereof.

2. Upon Lessee's obtaining of any and all required permits and the payment of any required charges or fees, Lessee is hereby granted the right to connect to any and all storm drains, sanitary sewers and/or water and utility outlets as shall be available and/or provided to service the Premises.

3. The construction/installation of any and all connections to any and all utility systems, including, without limitation, water service lines and associated fixtures, piping, plumbing and hardware, sewer connector lines, and storm drain inlets, feeder lines, etc., shall be the obligation of Lessee at Lessee's own cost and expense.

4. Lessor shall not be liable to Lessee for any interruption in or curtailment of any utility service, nor shall any such interruption or curtailment constitute a constructive eviction or grounds for rental abatement in whole or in part hereunder.

B. Disposable Waste:

1. Solid Waste: Lessee, at Lessee's own cost and expense, shall provide a complete and proper arrangement, in compliance with all ordinances of Lessor, for the adequate, sightly, sanitary handling and disposal, away from Airport, of all solid waste caused as a result of any and all activities conducted on the Premises. Lessee shall provide and use suitable covered receptacles for discarded machinery or parts and any other solid commercial and/or industrial wastes and/or other refuse. The area in which said waste receptacles are stored shall be kept clean and free of all trash and debris. The temporary piling of boxes, cartons, barrels or other similar items, in an unsightly manner, on or about the Premises, pending removal and disposal thereof, is prohibited.















 
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2. Liquid Waste: Lessee shall at all times comply with any and all applicable laws, ordinances, rules, regulations or orders of any and all governmental agencies having jurisdiction over storage, transport, treatment or disposal of liquid waste; and Lessee agrees that it shall neither conduct nor suffer or permit the conducting of any activity(ies) in/on the subject Premises which shall be in violation thereof, and Lessee shall ensure that no untreated liquid waste, from any type of operation/activity conducted/engaged in on the Premises, is allowed to enter any storm drainage system, sanitary sewer system, and/or aquifer.

C. Control of Hazards and Nuisances.

Lessee shall, at all times, keep the Premises and each and every part thereof in a neat, clean and orderly condition, and shall prevent the accumulation of, and shall maintain said Premises free from, any refuse or waste materials which might be or constitute a potential health, environmental, or fire hazard or public or private nuisance. Lessee shall neither conduct nor suffer or permit the conducting of any activity on the Premises which either directly or indirectly produces objectionable or unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, dust, etc.); water pollution; light, glare, or heat; electronic and/or radio emissions interfering with any navigational or communications facilities/operations associated with the operation of the airport and/or its use by aircraft; trash or refuse accumulation; or any other activity/operation which is hazardous or dangerous by reason or risk of explosion, fire or harmful emission.

D. Lessee's Responsibility Regarding Hazardous Substances.

1. Definition: The term "Hazardous Substances", as used in this Lease, shall include, without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority.

2. Restrictions: Lessee shall not cause or permit to occur:
a. Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions in, on, under or about the Premises, or arising from Lessee's use(s) or occupancy(ies) thereof, including, but not limited to, soil and ground water conditions; or
b. The use, generation, release, manufacture, refining, production, processing, storage, or disposal of any Hazardous Substance in, on, 














 
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under or about the Premises, or the transportation to or from the Premises of any Hazardous Substance, except where Lessor's advance written consent to any such use, generation, release, manufacture, refining, production, processing, or storage shall have been requested in writing and received by Lessee. Any and all such consents of Lessor shall be deemed given subject to and conditioned upon Lessee's fully and faithfully complying with any and all federal, state, or local statutes, laws, ordinances, rules and/or regulations, now or hereafter enacted, applicable to the use, generation, manufacture, refining, production, processing, transport, transfer, storage, and/or sale of that/those Hazardous Substances to which any such consent of Lessor may, in any way whatsoever, be deemed to apply.
c. Lessor's consent/approval shall not be required for the use, storage and disposal of materials/supplies containing hazardous substances where such materials/supplies shall be lawfully available to both the general public and Lessee through commercial retail outlets so long as:
i. Such materials/supplies are not for "resale", are obtained periodically but frequently enough to preclude the storage of unreasonable quantities of such on the Premises, and are for use by Lessee or Lessee's employees, agents, representatives, contractors, or sub- contractors in the performance of Lessee's normal day-to-day and/or periodic housekeeping and routine, recurring maintenance activities on the Premises (e.g., commercial cleaning products
[soaps/detergents/solvents], furniture and floor waxes, weed/pest killers, products normally used in the Lessee's industry, etc.); and ii. So long as the use, storage and disposal of any and all of such materials/supplies shall be in full compliance with any and all federal, state and local statutes, laws, ordinances, codes, rules and regulations applicable thereto now or hereafter enacted (including, without limitation, any and all Occupational Safety and Health statutes, laws, codes, rules and regulations of the Federal Government and the State of California).

3. Environmental Clean-up.
a. Throughout the Term of this Lease, Lessee shall, at Lessee's cost and expense, comply with any and all federal, state and local statutes, laws, ordinances, codes, rules and regulations regulating the use, generation, storage, transportation, or disposal of Hazardous Substances (Laws). b. Lessee shall, at Lessee's cost and expense, make all submissions to, provide all information required by, and comply with any and all 














 
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requirements of any and all governmental authorities (the Authorities) under the Laws.
c. Should any Authority or any court of competent jurisdiction demand that a cleanup plan be prepared and that a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Term of this Lease, at, on, or from the Premises, or which arises at any time as a result of Lessee's use(s) or occupancy(ies) of the Premises, then Lessee shall, at Lessee's cost and expense, prepare and submit the required plans and all related bonds and other financial assurances and carry out all such cleanup plans in a timely manner.
d. Lessee shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is requested by Lessor. If Lessee fails to fulfill any duty imposed under this Article within a reasonable period of time following service of proper notice, Lessor may do so; and, in such case, Lessee shall cooperate with Lessor in order to prepare any and all documents Lessor deems necessary or appropriate to determine the applicability of the Laws to the Premises and Lessee's occupancy(ies) and/or use(s) thereof, and for compliance therewith, and Lessee shall execute any and all such documents promptly upon Lessor's request. No such action by Lessor and no attempt made by Lessor to mitigate damages under any law shall constitute a waiver of any of Lessee's obligations under this Article.

4. Indemnification: Lessee shall indemnify, defend, and hold harmless Lessor, Lessor's officers, agents, employees and volunteers from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including reasonable attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances that occurs at any time during the Term of this Lease as a result of any and all use(s) and/or occupancy(ies) of said Premises by Lessee or any employee, representative, agent, contractor, sub-contractor, supplier, customer, guest, invitee, tenant or sub-Lessee of Lessee, or as a result of Lessee's failure to provide any or all information, make any or all submissions, and take any and all steps required by any or all Authorities under the Laws and any and all other environmental laws.

5. Lessee's Obligations/Liabilities Surviving Expiration of Lease: Lessee's obligations and liabilities under this Subsection D, shall survive the expiration of the Term of this Lease.















 
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E. Reports.

1. Statistical / Operational Reports: At the request of Lessor, Lessee shall provide Lessor with reports, on forms supplied by Lessor or in a form acceptable to Lessor, showing in such detail and breakdown of information as Lessor may reasonably require conc erning Lessee's operations at the Airport.
a. Such reports shall be submitted by Lessee with sufficient timeliness so as to be received by Lessor on or before the tenth (10th) calendar day of the month following the request for the report and shall be submitted to Lessor at Lessor’s address for Notice as set forth below.

2. Special Informational Reports: If, as and when, requested by Lessor, Lessee shall also provide Lessor with periodic and/or as required special informational reports concerning: (1) number of customers served during day(s) of the week and time(s) during the day at Airport; and (2) the services being provided the public by Lessee and any and/or all tenants and/or sub- Lessees of Lessee at Airport. Lessee shall provide Lessor with any and all such Special Informational Reports within seventy-two (72) hours where Lessor shall request such report be provided by telephone, or within ten (10) days where Lessor requests such report in writing. In the event any such Special Informational Report is requested to be submitted in writing, it shall be submitted to the address specified by Lessor at the time such report is requested.

3. Audit: Lessor shall have the right, upon reasonable written notice given to Lessee, to cause an audit to be made, at Lessor’s expense, of the books and records of Lessee that relate to Lessee’s operations described in this Lease. Lessee agrees to keep all books and records relating to this Lease for a period of five (5) years after the end of the calendar year that such books and records pertain. The terms of this Paragraph shall survive the Termination or Expiration of this Lease.

F. Lessor Held Harmless. Lessee agrees to protect and hold harmless Lessor, the Premises and any and all improvements located therein or thereon and any and all facilities appurtenant thereto and any and all other property(ies) located therein or thereon and any and all of Lessor's interest(s) in and/or to said Premises, improvements, appurtenant facilities, and/ or other property(ies), from any and all such taxes and assessments, including any and all interest, penalties and other expenses which may be imposed thereby or result therefrom, and from any lien therefor or sale or other proceedings to enforce payment thereof.

G. Lessee's Right to Appeal. Nothing within this Section of this Article shall be deemed to limit any of Lessee's rights to appeal any such levies and/or assessments in accordance with the rules, regulations, laws, statutes, or 














 
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ordinances governing the appeal process of the taxing authority(ies) making such levies and/or assessments.

Section 3.06 Observation of Governmental Regulations.

A. Airport Rules and Regulations. Lessor reserves the right to adopt, amend and enforce reasonable rules and regulations governing the Premises and the public areas and facilities used by Lessee in connection therewith. Such rules and regulations shall be consistent with the safety, security and overall public utility of Airport and with the rules, regulations and orders of the Federal Aviation Administration (FAA) (or such successor agency[ies] as may, at any time and from time to time during the term hereof be designated by the Federal Government to perform either similar, new, additional, and/or supplemental functions, powers and/or duties with respect to air transportation, aircraft, Airports, etc.), and such rules and regulations shall not be inconsistent with the provisions of this Lease or the procedures prescribed and approved, from time to time, by the FAA with respect to the operation of aircraft at the Airport. Lessee agrees to observe, obey and abide by all such rules and regulations heretofore or hereafter adopted or amended by Lessor, including compliance with FAA, and Airport security rules, regulations and plans.

1. Lessee shall be fully liable to Lessor for any and all claims, demands, damages, fines and/or penalties of any nature whatsoever which may be imposed upon Lessor by the United States Government as a result of any unauthorized entry by Lessee, Lessee's employees, agents, representatives, servants, tenants, customers, patrons, guests, invitees, sub-Lessees, contractors, sub-contractors, or any vehicle operated thereby, into any area of the Airport to which access by persons or vehicles is restricted/controlled pursuant to FAA and/or Airport Security Rules/Regulations/Plans, and Lessee shall be similarly liable to Lessor where any such claims, demands, damages, fines and/or penalties shall be the result of any violation by any person or entity whomsoever when such person or entity may reasonably be deemed to have gained access to any such area on airport from the Premises leased by Lessee under this Lease as a result of a failure on Lessee's part to control access to such areas pursuant to the provisions of this Section of this Article, below.

2. Lessee shall be solely responsible for controlling access to any such restricted/controlled areas from any and all parts of the Premises and shall, at all times during the Term hereof, at Lessee's own cost and expense, provide and/or implement such approved airport security monitoring and control systems, equipment, and/or procedures as may be required to fully comply with any and all such rules/ regulations/plans as such rules/regulations/plans exist(ed) on the commencement date of the Term hereof or as such may exist, at any time and from time to time, during the Term of this Lease, so as to preclude any unauthorized entry 














 
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into any such area from the Premises by any person or persons whomsoever.

B. Other Governmental Regulations. Lessee shall, at all times during the Term hereof, observe, obey and comply with any and all laws, statutes, ordinances, codes, rules, regulations, and/or orders of any governm ental entity(ies) lawfully exercising any control(s) over either the Airport or over any part or all of Lessee's activities/operations thereon and/or therefrom, including, without limitation, any and all local business license and/or permit requirements.

C. Federal Grant Agreement Assurances. Those c ertain provisions set forth within Section "B", "Assurances", Of Exhibit B, "Assurances Required By The Feder al Aviation Adminis tration", attached hereto and made a part hereof, are those specific provisions required by the FAA to be appropriately inc luded within all agreements (including, without limitation, leases, licenses, permits, and contracts) between Lessor and any and all persons and/or entities who use or perform work or conduct activities on Lessor-owned airport Premises for aeronautical or non- aeronautical purposes. Lessee, by its signature(s) hereunto affixed, acknowledges that it has reviewed the aforesaid Exhibit, in its entirety, and fully understands the meaning, purpose, and intent thereof. Lessee expressly agrees that, throughout the Term hereof, it shall fully and faithfully comply with, abide by and/or adhere to, as applicable and appropriate, each and every one of the numbered provisions contained within Sec tion "B", "Assuranc es", of said Ex hibit (as said numbered provisions are reflected therein or as same may be amended, from time to time, during the term hereof, by Lessor, as and when the FAA's requirements thereon imposed may so dictate), which, pursuant to the guidelines established within paragraphs 2 through 4 of Section "A" of said Exhibit, shall either be applicable to Les see on the start date of the term hereof or which, as a result of changing facts and/or circumstances, shall subsequently become applicable to Lessee, hereunder, during the Term hereof.

D. Height Limits. No structure erected on the Premises shall exceed the height limits as set for imaginary airport surfaces by Part 77 of the Federal Aviation Regulations. When any structures are to be erected or placed on the Premises, Lessee will be required to file and shall file a "Notice of Proposed Construction or Alteration" with the Federal Aviation Administration.

E. Limitation on Lessor’s Liability and Lessee’s Right to Terminate. Lessor shall not be liable to Lessee for any diminution or deprivation of possession or any of Lessee's rights hereunder when such shall r esult from any exercise by Lessor of any such right or authority as in this Section or within Exhibit B, hereto, provided; and Lessee, by reason of the exer cise of any such right or authority by Lessor, shall not be entitled to terminate, in whole or in part, the leasehold estate herein created unless the exercise thereof by Lessor shall so interfere with Lessee's use and occupancy of the leasehold es tate herein cr eated so as to constitute a termination in whole or in part of this Lease by operation of law in accordance with the laws of the State of California.















 
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ARTICLE IV - INDEMNIFICATION, EXEMPTION OF LESSOR, AND INSURANCE Section 4.01 Indemnification and Release.

A. Except to any extent expressly provided for in this Agreement, and to the furthest extent allowed by law, Lessee shall indemnify, hold harmless and defend Lessor and its officers, officials, employees, agents and volunteers (hereinafter referred to collectively as Lessor) from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) alleged to have been incurred by Lessor or Lessee, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) arising or alleged to have arisen directly or indirectly out of Lessee’s: (i) occupancy, maintenance and/or temporary, non-exclusive use of Premises detailed in Exhibit A; or (ii) performance of, or failure to perform, this Lease. Licensee’s obligations under the preceding sentence shall apply regardless of whether Lessor or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or gross negligence, or by the willful misconduct, of Lessor or any of its officers, officials, employees, agents, or volunteers.

B. Lessee acknowledges that any and all loss, liability, fines, pena lties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) arising out of or in any way connected with releases or discharges of a Hazardous Substance, or the exacerbation of a potential environmental hazard, occurring as a result of or in connection with: (i) Lessee’s occupancy, maintenance and/or use of the Premises; or (ii) Lessee’s activities or the activities of any of Lessee’s representatives (including, without limitation, any of Lessee’s officers, officials, employees, agents, volunteers, invitees, subtenants, consultants, sub- consultants, contractors or subcontractors), and all reasonable costs, expenses and liabilities for environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remediation and other response costs, including reasonable attorneys’ fees and disbursements and any fines and penalties imposed for the violation of any Legal Requirements relating to the environment or human health, are expressly within the scope of the indemnity set forth above.

C. Lessee’s occupancy, maintenance and use of the Premises, and use of all or any part of Airport, upon which the Premises is located, shall be at Lessee’s sole risk and expense. Lessee accepts all risk relating to Lessee’s: (i) occupancy, maintenance and/or use of the Premises; or (ii) performance of, or failure to perform, this Lease Lessor shall not be liable to Lessee and its insurer(s) for, and Lessee and its insurer(s) hereby waive and release Lessor from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises, or all or any part of the Airport, upon which the Premises is located, in any way related to the Lessee’s operations and activities. 














 
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This waiver shall not extend to any and all loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct of Lessor or any of its officers, officials, employees, agents, or volunteers.

D. Lessee shall immediately notify Lessor of any occurrence on Lessee’s use of the Premises, resulting in injury or death to any person or damage to property of any person.

E. If Lessee should contract any work on the Premises or subcontract any of its obligations under this Lease, Lessee shall require each consultant, sub-consultant, contractor and subcontractor to indemnify, hold harmless and Lessor and its officers, officials, employees, agents, and volunteers in accordance with the terms of this Section and meet all the insurance requirements in this Lease or as determined by the City’s Risk Manager or designee.

F. The provisions of this Section shall survive the termination or expiration of this Lease.

Section 4.02 Exemption.

Lessee hereby specifically warrants, covenants and agrees that Lessor shall not be liable for injury to Lessee’s business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Lessee, Lessee’s employees, patrons, invitees, or any other person whomsoever, in or about the Premises, nor shall Lessor be liable for injury to the person of Lessee, Lessee’s servants, agents, employees, contractors, sub-contractors, tenants, sub-lessees, customers, or invitees, whether or not said damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the leakage, breakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether or not the said damage or injury results from conditions arising in or on any part or all of the Premises or in or on any of the improvement(s) and facilities appurtenant thereto located therein or from other sources or places, and regardless of whether or not the cause of such damage or injury or the means of repairing the same is inaccessible to Lessee, except where such injury, damage, and/or loss shall have been caused solely by the gross negligence or willful misconduct of Lessor. Lessee also covenants and agrees that Lessor shall not be liable for any damages arising from any act or neglect on the part of any third parties.

Section 4.03 Insurance.

A. Throughout the life of this Lease, Lessee shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in Best's Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or designee at any time and in its sole discretion. The Lessor, its officers, officials, employees, agents, and volunteers (referred to collectively as Lessor) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to Lessor, shall be the greater of 














 
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the minimum limits specified therein or the full limit of any insurance proceeds to the named insured.

B. If at any time during the life of the Lease or any option, Lessee or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Lease shall be discontinued immediately until notice is received by Lessor that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Lessor. Any failure to maintain the required insurance shall be sufficient cause for Lessor to terminate this Lease. No action taken by Lessor pursuant to this Section shall in any way relieve Lessee of its responsibilities under this Lease. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by Lessor that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.

C. The fact that insurance is obtained by Lessee shall not be deemed to release or diminish the liability of Lessee, includin g, without limitation, liability under the indemnity provisions of this Lease. The duty to indemnify Lessor shall apply to all claims and liability regardless of whether any insurance policies are applicable.

The policy limits do not act as a limitation upon the amount of indemnification to be provided by Lessee. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Lessee, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them.

D. Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operati ons. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage,” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Lease) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance, or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles, or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the Lessor, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds.















 
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3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

MINIMUM LIMITS OF INSURANCE
L
essee, or any party the Lessee subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to Lessor and each of their officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
(i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as Insurance Services Office (ISO) form CG 00 01 and shall include coverage for “bodily injury”, “property damage”, and “personal and advertising injury”, including premises and operation, hangar keepers legal liability, products and completed operations, and contractual liability (including, without limitation, indemnity obligations under this Lease), with limits of liability of not less than $1,000,000 per occurrence for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury, $2,000,000 aggregate for products and completed operations and $2,000,000 general aggregate. Lessee may substitute Airport Liability insurance for this insurance provided the coverage is as broad as required and the limits of liability are not less than required.
(ii) COMMERCIAL LIQUOR LIABILITY (if Lessee chooses to sell alcohol) insurance shall be endorsed to include coverage for liquor liability with limits of not less than $1,000,000 per occurrence for bodily injury and property damage, and $2,000,000 general aggregate.
(iii) COMMERCIAL AUTOMOBILE LIABILITY (if Lessee has a company vehicle) insurance which shall be at least as broad as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1 - Any Auto) with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage.
(iv) WORKERS' COMPENSATION insurance as required under the California Labor Code.
(v) EMPLOYERS’ LIABILITY insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee.















 
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E. Umbrella or Excess Insurance: In the event Lessee purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the Lessor and each of their officers, officials, employees, agents, and volunteers.

F. Deductibles and Self-Insured Retentions: Lessee shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Lessee shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Lessor, its officers, officials, employees, agents and volunteers; or
(ii) Lessee shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall Lessor be responsible for the payment of any deductibles or self- insured retentions.

G. Other Insurance Provisions/Endorsements: All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to Lessor, except ten (10) days for nonpayment of premium. Lessee is also responsible for providing written notice to Lessor under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Lessee shall furnish Lessor with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during this Lease, Lessee shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

The Commercial General and Automobile Liability policie s of insurance shall be endorsed to name Lessor, its officers, officials, employees, agents, and volunteers as additional insureds.

Lessee shall establish additional insured status for Lessor and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company 














 
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endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.

The Commercial General and Automobile Liability policie s of insurance shall be endorsed so Lessee’s insurance shall be primary and no contribution shall be required of Lessor. The coverage shall contain no special limitations on the scope of protection afforded to Lessor, its officers, officials, employees, agents, and volunteers. If Lessee maintains higher limits of liability than the minimums shown above, Lessor requires and shall be entitled to coverage for the higher limits of liability maintained by Lessee.

Should any of the required policies provide that the defense costs are paid within the Limits of Liability, ther eby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits.

The Workers’ Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to Lessor, its officers, officials, employees, agents, and volunteers.

H. The Airport Liability (or General Liability, if applicable), Aircraft Liability, Pollution and Automobile Liability insurance policies shall be written on an occurrence form and shall name Lessor, its officers, officials, agents, employees and volunteers as an additional insured. Such policy(ies) of insurance shall be endorsed so Licensee’s insurance shall be primary and no contribution shall be required of Lessor. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers.

Any Workers’ Compensation insurance policy shall contain a waiver of subrogation as to Lessor, its officers, officials, agents, employees and volunteers.

I. Licensee shall furnish Lessor with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to Lessor’s execution of the Lease. Such evidence of insurance shall be provided Lessor at the following address:

City of Fresno
Airports Department
4995 E. Clinton Way
Fresno, CA 93727
J. Upon request of Lessor, Lessee shall immediately furnish Lessor with a complete copy of any insurance policy required under this Lease, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Lease.















 
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K.

Any failure to maintain the required insurance shall be sufficient cause for Lessor to terminate this Lease. No action taken by Lessor hereunder shall in any way relieve Lessee of its responsibilities under this Lease.

L. The fact that insurance is obtained by Lessee shall not be deemed to release or diminish the liability of Lessee, including, without limitation, liability under the indemnity provisions of this Lease. The duty to indemnify Lessor and its officers, officials, employees, agents and volunteer s shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Lessee.

Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Lessee.

M. Lessee and its insurers hereby waive all rights of recovery against Lessor and its officers, officials, employees, agents and volunteers, on account of injury, loss by or damage to the Lessee or its officers, officials, employees, agents, volunteers, invitees, consultants, sub-consultants, contractors, and subcontractors, or its property or the property of others under its care, custody and control. Lessee shall give notice to its insurers that this waiver of subrogation is contained in this Lease. This requirement shall survive termination or expiration of this Lease.

N. If Lessee should contract any work on the Premises or subcontract any of its obligations under this Lease, Lessee shall require each consultant, sub-consultant, contractor, and subcontractor to provide insurance protection in favor of Lessor and its officers, officials, employees, agents, and volunteers in accordance with the terms of each of the preceding paragraphs, except that the consultants’, sub- consultants’, contractors’, or subcontractors’ certificates and endorsements shall be on file with Lessee and Lessor prior to the commencement of any work by the consultant, sub-consultant, contractor, or subcontractor.

SUBCONTRACTORS - If Lessee subcontracts any or all of the services to be performed under this Lease, Lessee shall require, at the discretion of the City’s Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the Lessor to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City’s Risk Manager or designee. If no Side Agreement is re quired, Lessee will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

ARTICLE V - OPERATING STANDARDS
In doing business(es) at Lessor’s airports, Le
ssee agrees to comply with each and every
one of the minimum standards affecting such business(es) as Lessor may from time to time adopt and promulgate. Moreover, in using Lessor’s airports or conducting any operations thereat or thereon, Lessee agrees to comply with all applicable rules and 














 
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regulations then in effect. Continued failure to comply with any minimum standard, rule or regulation within a reasonable time after instruction by Lessor to do so will constitute a material breach of this Lease.

Section 5.01 Designation of Local Representative by Lessee.

Lessee shall at all times retain in the local area a qualified, competent and experienced representative to supervise its operations and authorized to represent and act for Lessee in matters pertaining to the day-to-day conduct of Lessee's business operations on the Premises. During any temporary periods of absence by said representative, an alternate representative of Lessee with like authorization must be present. Lessee shall at all times keep the Director advised as to who Lessee's authorized representative is and how immediate communication can be established with that representative on a 24-hour basis in the event of an emergency.

Section 5.02 Quality of Service.

In entering into this Lease, Lessor has foremost in mind providing the aviation public with facilities and services of high quality, commensurate with the trade that is accustomed to using contemporary airport facilities, and Le ssee (together with its sub-lessees, if any) agrees to conduct its/their business in a proper and first-class manner at all times. Lessee further agrees that any and all services provided by Lessee and/or by Lessee's sub- lessees, if any, at Airport shall at all times be rendered in a prompt, clean, courteous, efficient, safe, and professional manner and that any and all persons employed by Lessee, Lessee's sub-lessees, if any, for the purpose of providing any services shall at all times be professionally qualified and, as and when required, properly trained, certified and/or licensed to so perform, and that the number of such persons shall at all times be adequate to meet the demand for such services as shall be provided under authority hereof.

Section 5.03 Signs.

A. Approval of Signs. All exterior signs on the Premises shall comply with the pertinent ordinances of Lessor, and shall be approved by the Director. Unless otherwise specifically authorized, all exterior signs of the Premises shall conform in general appearance to the existing signs displayed at FCH.

B. Removal of Signs. Upon the expiration or termination of this Lease, Lessee shall remove, obliterate or paint out, as required by the Director, all signs and advertising on the Premises, if pertaining to Lessee. In this regard, Lessee shall restore the Premises to the same condition as prior to the placement thereon of any signs or advertising, ordinary wear and tear accepted. In the event, Lessee fails to remove, obliterate, or paint out each and every sign or advertisement of Lessee, the Director may have the necessary work performed at the expense of Lessee, and the charge therefore shall be paid by Lessee to Lessor upon demand. 














 
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ARTICLE VI - ASSIGNMENT, SUBLEASING, AND HYPOTHECATION, TRANSFER

AND ASSIGNMENT BY DEED OF TRUST
Section 6.01 General.

Nothing within this Lease contained shall be deemed to allow Lessee or Lessee's successors or assigns, either voluntarily or by operation of law, to hypothecate, encumber, sell, assign, surrender, or otherwise transfer this Lease, in whole or in part; or to hypothecate, encumber, sell, assign, surrender, or otherwise transfer, in whole or in part, any of Lessee's rights, title and/or interests in or to any part or all of the Premises and/or in or to any part or all of the improvements and appurtenances which existed therein or thereon at the commencement of the Term hereof or which may, at any time and from time to time, be constructed/installed therein or thereon during the Term of this Lease; or to rent, sublet or otherwise permit/allow/suffer occupancy and/or use of any part or all of the Premises by any person or entity, other than Lessee, except only with the Director’s or designee’s advance express written consent.

Section 6.02 Assignment.

A. Assignment: Lessee may not and shall not sell, transfer or make any assignment of this Lease to any other person(s) or entity(ies) whomsoever without the prior written consent of the Director or designee and any purported/attempted sale, transfer and/or assignment of this Lease, following Lessee's fulfillment of such obligations, without first obtaining the Director’s or designee’s advance express written consent, shall be null and void and shall constitute a breach of this Lease.

Any person or entity to whom this Lease is sold, transferred, or assigned shall be required to comply with and fulfill all term s and conditions of this Lease. Lessor reserves the right to require a new agreement with the Assignee which may consist of new terms, rates, and conditions for the leasehold as a required condition of the assignment. Lessor has no obligation to approve any assignment.

1. Lessor shall not be obligated to consent to and shall not consent to any sale, transfer, and/or assignment of this Lease by Lessee to any other person or entity whomsoever where Lessee shall be in default of any of its obligations thereunder as of the date on which Lessor's consent to the sale, transfer and/or assignment would have otherwise been given.

B. Lessor's consenting to any such actions shall not constitute a waiver of the conditions, limitations, and restrictions of this Article relative to further or other such actions, which conditions, limitations, and restrictions apply to each and every sale, transfer and/or assignment hereof and shall be binding upon each and every transferee, assignee, and/or other successor in interest of Lessee.

Section 6.03 Subleasing.

A. Subleasing. Lessee may not and shall not sublease the Premises (or any part thereof) to any other person(s) or entity(ies) whomsoever without the prior written 














 
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consent of the Director or designee, and any attempted/purported subleasing without such advance express written consent shall be null and void and shall constitute a breach of this Lease.

1. Neither the provisions of any sublease consented to by Lessor nor the fact that Lessor consented to any sublease shall, in any way whatsoever, be deemed to relieve Lessee of any one or more of Lessee's obligations under this Lease.

2. Lessor's consenting to any sublease shall not constitute a waiver of any one or more of the conditions, limitations, and restrictions in this Article relative to further or other sublease agreements, which conditions, limitations and restrictions shall apply to each and every sublease and shall be binding upon each and every sub-lessee, assignee, transferee, and/or any other successor in interest of Lessee.

3. Lessor shall have the right to withhold its consent to any sublease where Lessee shall be in default of any of its obligations under this Lease as of the date on which Lessor's consent to the sublease would otherwise have been given.

B. Form of Subleases. Any subleasing of the Premises (or any part thereof) by Lessee to any other person or entity shall be effected by means of a written sublease agreement prepared in a generally accepted contract form and executed by both Lessee (as sub-lessor) and the sub-lessee named therein.

C. Use of Premises by Sub-Lessees. No sublease entered into by Lessee concerning the Premises (or any part thereof) shall authorize or allow any sub-lessee to use the sub-leased portion(s) of the Premises for any uses/purposes/activities other than those certain uses/purposes/ activities authorized and intended therefore within Section 3.02 of Article III, hereof.

D. Term of Sublease(s). Lessee may not and a shall not sublease the Premises (or any part thereof) for any term extending beyond the day immediately preceding the ending date of the Term of this Lease and any extension thereof.

E. Merger. Pursuant to the provisions of Section 9.11 of Article IX hereof, the voluntary or other surrender of this Lease by Lessee, or a mutual cancellation hereof, or a termination by Lessor, or an automatic termination, or termination by a court of competent jurisdiction, or any other termination hereof shall not work a merger, and shall, at Lessor's option, terminate any or all existing subleases/- tenancies; or may, at the option of Lessor, operate as an assignment to Lessor of any or all such subleases/-tenancies.

F. Priority of Instruments. Whether or not such be clearly evidenced by an appropriate provision within any sublease made and entered into by and between 














 
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Lessee and any other person or entity concerning the Premises (or any part thereof) (and notwithstanding the absence of any such evidence within any sublease consented to by Lessor) any and all subleases shall be subject to any and all of the terms, covenants, conditions, prohibitions, limitations, reservations, restrictions, warranties, agreements, and provisions of this Lease and to any and all rights and interests of Lessor therein and thereto, none of which shall be deemed to be waived by any consent of Lessor to any such sublease. Neither the intent nor language of any sublease entered into by and between Lessee and any other person(s) or entity(ies) concerning the Premises (or any part thereof) shall conflict with any of the terms, covenants, or conditions of this Lease and, in the event of any conflict between the provisions of this Lease and the provisions of any such sublease, the provisions of this Lease, in each and every instance, shall control.

G. Notice by Lessee. Not less than thirty (30) days prior to the start date of the term of any sublease agreement, Lessee shall provide Lessor with written notice of Lessee's intent to sublease that certain portion of the Premises identified within the particular sublease for which Lessor's consent shall be requested. Any and all such notices shall be accompanied by a non-returnable, full, complete and fully executed copy of the sublease(s) involved and shall contain Lessee's request for Lessor's consent thereto in writing.

H. Amendments. Once Lessor's consent shall be given for any particular sublease, that sublease may not and shall not be modified in any way whatsoever other than in writing, signed by the parties in interest at the time of the modification, and any such modification shall be null and void unless approved by Lessor, in writing, prior to the effective date thereof.

Section 6.04 Hypothecation, Transfer and Assignment by Deed of Trust.

A. General. Nothing within this Lease contained shall, in any way whatsoever, be deemed to allow Lessee or Lessee's successors or assigns to mortgage, pledge, hypothecate, or otherwise encumber either this Lease, any part or all of the Premises, or any one or more of the improvements located anywhere in or on said Premises, except as may be approved by Lessor.

B. Lessor's Consent. Neither Lessee nor any buyer or purchaser may hypothecate, transfer, sublease, encumber and/or assign this Lease and leasehold estate, in whole or in part, by any deed of trust without first obtaining the written consent of Lessor in advance, and any attempted or purported hypothecation, transfer, sublease, encumbrance, and/or assignment of this Lease by deed of trust (or otherwise) without such written consent shall be null and void and shall constitute a breach of this Lease.

C. Lessor's Consent Given/Accepted Subject to Terms, Covenants, Conditions, Agreements and Provisions of Lease. In the event, Lessor shall give its consent in 














 
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writing to any hypothecation, transfer, sublease, encumbrance and/or assignment of this Lease and the Leasehold estate by any deed of trust to any reputable lender as security for repayment of a loan made pursuant to the provisions of this Article, such consent shall be deemed to be given by Lessor (and accepted by the particular lender/beneficiary concerned) subject to and/or conditioned upon all of the covenants, conditions, warranties, terms, agreements and provisions of this Lease applicable thereto.

D. Lessor's Consent Not a Waiver of Any of Lessor's Rights and Interests.

1. Except as may otherwise be expressly set forth within Lessor's written consent thereto, any and all such trust deeds and any and all of the rights acquired by any and all persons or entities thereunder shall be subject to all of the terms, covenants, conditions, reservations, restrictions, prohibitions, limitations, warranties, agreements, and provisions of this Lease, and to any and all of the rights and interests of Lessor therein and thereto, none of which shall be waived by any such consent.

2. Lessor's consenting to any such action shall not constitute a waiver of the conditions, limitations, and restrictions set forth within this Lease relative to further or other such actions, which conditions, limitations, and/or restrictions shall be binding upon each and every assignee, transferee or other successor in interest of Lessee.

E. Request for Lessor's Consent during a Period When Lessee is in Default. Lessor shall have the right to withhold its consent to any deed of trust where Lessee shall be in Default of any of its obligations under this Lease as of the date on which Lessor's consent to assignment by the deed of trust would have otherwise been given, provided that Lessee was notified of Default, and failed to cure within the time required.

ARTICLE VII - DEFAULT
Section 7.01 Default by Lessor.

Lessor shall work to fulfill obligations required of Lessor under the Lease within a reasonable time period.

Section 7.02 Default by Lessee.

A. Default. The occurrence of any of the following events shall constitute a material Default and breach of this Lease by Lessee:

1. The vacating or abandonment of the Premises by Lessee.

2. The failure by Lessee to use the Premises for lawful purposes only and/or failure by Lessee to comply with or observe any statute, law, ordinance, 














 
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rule, regulation, standard or requirement of any federal, state, or local government entity with respect to Lessee's occupancy(ies) and/or use(s) of any part or all of the Premises, as such statutes, laws, ordinances, rules, regulations, standards or requirements exist(ed) on the Commencement Date of the Term of this Lease or as such may exist at any time and from time to time during the Term thereof, where any such failure shall be evidenced by either a finding or judgment of any court of competent jurisdiction or where any such shall be admitted by Lessee in any proceeding brought against Lessee by any government entity.

3. The inability of and/or failure by Lessee to obtain, pay for, and maintain in full force and effect at all times during the Term of this Lease, without any lapse in coverage, such insurance as shall be required of Lessee thereunder.

4. The occurrence of any of the following:
a. Lessee's becoming insolvent, or failing in business, or the making by Lessee of any general arrangement or an assignment for the benefit of creditors;
b. The filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty [60] days);
c. The appointment of a receiver to take possession of substantially all of Lessee's assets located in or on the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or
d. The attachment, execution or other judicial seizure of substantially all of Lessee's assets located in or on the Premises or of Lessee's interest in this Lease, where such seizure in not discharged within thirty (30) days.

5. The discovery by Lessor that any financial statement provided Lessor by Lessee, any assignee of Lessee, any successor in interest of Lessee, or any guarantor of Lessee's obligations under this Lease, and/or any one or more of such persons or entities, was materially false.

6. Any hypothecation, encumbrance, sale, assignment, or transfer of either this Lease, in whole or in part; or of any of Lessee's rights, title, and interests in or to any part or all of the Premises and/or in or to any part or all of the improvements and appurtenances thereto which exist(ed) therein or thereon at the commencement of the Term of this Lease or which may at 














 
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any time and from time to time be constructed/ installed therein or thereon during the thereof where such action(s) shall not be in full conformity with any and all of the provisions of this Lease applicable thereto; or any attempted/purported renting, subletting or permitting occupancy of any part or all of the Premises by any person or entity other than Lessee.

7. The failure by Lessee to make any payment of rent or any other required payment, as and when due under this Lease, where such failure shall continue for a period of ten (10) days following service of notice thereof upon Lessee by Lessor.

8. The failure by Lessee to keep, observe, undertake, fulfill, or perform any of the terms, covenants, conditions, warranties, agreements, obligations, and/or provisions of this Lease to be kept, observed, undertaken, fulfilled, and/or performed by Lessee, other than those hereinabove , where such failure shall continue for a period of thirty (30) days following service of written notice thereof upon Lessee by Lessor, pursuant to this Lease; provided, however, that if the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default and breach of this Lease if Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion as soon as reasonably possible.

B. Lessor's Remedies.

1. Abandonment: If Lessee abandons the Premises, this Lease shall continue in effect. Lessor shall not be deemed to terminate this Lease as a result of such material default and breach other than by written notice of termination served upon Lessee by Lessor, and Lessor shall have all of the remedies available to Lessor under Section 1951.4 of the Civil Code of the State of California so long as Lessor does not terminate Lessee's right to possession of the Premises, and Lessor may enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent as it becomes due under this Lease. After abandonment of the Premises by Lessee, Lessor may, at any time thereafter, give notice of termination.

2. Termination: Following the occurrence of any material Default and breach of this Lease by Lessee as set forth within this Section, above, Lessor may then immediately, or at any time thereafter, terminate this Lease by service of a minimum of ten (10) days advance written notice to such effect upon Lessee and this Lease shall terminate at 11:59:59 p.m., on the Termination date specified within such notice.
a. Such notice shall set forth the following:















 
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The Default and breach which resulted in such Termination by Lessor; and

i. A Demand for Possession, which, in the event only ten (10) days advance notice shall be given by Lessor, shall be effective at 12:00:01 A.M., on the eleventh (11th) calendar day following the date on which the notice in which such demand is contained shall be sufficiently served upon Lessee by Lessor in conformity with the "Notice" provisions of this Lease; or, if more than the minimum number of days advance notice shall be given, at 12:00:01 a.m., on the next day following the date specified within such notice as being the date of Termination hereof.
b. Such notice may contain any other notice which Lessor shall be required or desire to give under this Lease.

3. Possession: Following Termination of this Lease by Lessor, pursuant to the provisions set forth in this Section, without prejudice regarding other remedies Lessor may have (due to Lessee's Default and breach) and/or due to such termination, Lessor may:
a. Peaceably re-enter the Premises upon voluntary surrender thereof by Lessee or remove Lessee and/or any other persons and/or entities occupying the Premises therefrom, using such legal proceedings as may be available to Lessor under the laws or judicial decisions of the State of California;
b. Repossess the Premises or re-let the Premises or any part thereof for such term (which may be for a term extending beyond the Term of this Lease) at such rental and upon such other terms and conditions as Lessor in Lessor's sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and c. Remove all personal property therefrom and store all personal property not belonging to Lessor in a public warehouse or elsewhere at the cost of and for the account of Lessee.

4. Recovery: Following Termination of this Lease by Lessor, pursuant to the provisions set forth above, Lessor shall have all the rights and remedies available to Lessor under Section 1951.2 of the Civil Code of the State of California. The amount of damages Lessor may recover following such Termination of this Lease shall include:
a. The worth at the time of award of the unpaid rent earned at the time of Termination of this Lease;















 
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b. The worth at the time of award of the amount by which the unpaid rent which would have been earned after Termination of this Lease until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided;
c. The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss for the same period Lessee proves could be reasonably avoided; and
d. Any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform Lessee's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

5. Liquidated Damages: If this Lease is terminated early by Lessor (pursuant to the Default provisions hereof), due to Lessee's failure to keep, observe, or perform any of the terms, covenants, conditions, warranties, agreements, or provisions hereof to be kept, observed, or performed by Lessee, the entire amount of such Surety instrument may be claimed, retained, and used by Lessor as Liquidated Damages.

6. Additional Remedies: Following the occurrence of any material Default and breach of this Lease by Lessee, as set forth within this Article, in addition to the foregoing remedies, Lessor may maintain Lessee's right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises and, so long as, this Lease is not terminated by Lessor or by a decree of a court of competent jurisdiction. Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the Rent as it becomes due thereunder and, during any such period. Lessor shall have the right:
a. To remedy any Default of Lessee;
b. To maintain or improve the Premises without terminating this Lease; c. To incur expenses on behalf of Lessee in seeking a new Lessee; d. To cause a receiver to be appointed to administer the Premises; and e. To add to the rent payable hereunder all of Lessor's reasonable costs in so doing, with interest at the maximum reasonable rate then permitted by law from the date of such expenditure until the same is repaid.

7. Other: In the event, Lessee causes or threatens to cause a breach of any of the covenants, terms or conditions contained in this Lease, Lessor shall be entitled to obtain all sums held by Lessee, by any trustee, or in any 














 
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account provided for herein, to enjoin such breach or threatened breach and to invoke any remedy allowed at law, in equity, by statute or otherwise as though re-entry, summary proceedings and other Remedies were not provided for in this Lease.

8. Cumulative Remedies: Each right and remedy of Lessor, provided for in this Article or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and shall not preclude Lessor from exercising any other rights or from pursuing any other Remedies provided for in this Lease or now or hereafter available to Lessor under the laws or judicial decisions of the State of California.

9. Indemnification: Nothing contained within this Article affects the right of Lessor to Indemnification by Lessee, as elsewhere within this Lease provided, for liability arising from personal injuries or property damage prior to the Termination of this Lease.

Section 7.03 Force Majeure.

Neither Lessor nor Lessee shall be deemed in violation of this Lease if it is prevented from performing any of its obligations hereunder by reasons of Force Majeure. For purposes of this Lease, “Force Majeure” means contingencies, causes or events beyond the reasonable control of Lessor or Lessee, including acts of nature or a public enemy war, riot, civil commotion, insurrection, state, federal, or municipal government or de facto government action (unless caused by acts or omissions of Lessee), fires, explosions, floods, strikes, boycotts, embargoes, or shortages of materials, acts of terrorism, acts of God, casualty losses, unavoidable accidents, floods, fire, explosion, inclement weather, impossibility of performance, any event or action that is legally recognized as a defense to a contract action in the State of California, or other circumstances that are beyond the reasonable control of Lessor or Lessee; provided, however, that this Section 7.03 shall not apply to failure of Lessee to pay rentals, fees, and charges specified under this Lease.

In the event of Force Majeure, where Lessee is prevented from performing any of its obligations due to the above stated circumstances, Lessee shall notify Lessor in writing within ten (10) days following such circumstances. Lessor, through its Director, shall notify Lessee within twenty (20) days whether Lessor, in its sole discretion, concurs with the reasons of Lessee’s delays.

ARTICLE VIII - NOTICES
Section 8.01 Written Notices Required.

All notices required to be served by Lessor and Lessee, one upon the other, under the terms of this Lease shall be in writing.















 
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Sect
ion 8.02 Lessee’s Address for Notices.

All notices or demands of any kind which Lessor shall have cause to serve upon Lessee under the terms of this Lease shall be serves upon Lessee by mailing a copy thereof by certifies or registered mail, return receipt requested, to Lessee at the address shown below or to such other address as Lessee may, from time to time, specify to Lessor in writing:

Henry Wang
The Flight Line Cafe
5843 West Beachwood Avenue
Fresno, California 93722
Section 8.03 Lessor's Address for Notices.

All notices or demands of any kind which Lessee shall have cause to serve upon Lessor under the terms of this Lease shall be served upon Lessor by mailing a copy thereof by certified or registered mail, return receipt requested, to Lessor at the address shown below or to such other address as Lessor may, from time to time, specify to Lessee in writing.

City Of Fresno
Airports Department
4995 East Clinton Way
Fresno, CA 93727-1525
Section 8.04 Time and Date of Service.

In the event of any service of notice or demand by mail, as above said, such notice or demand shall be deemed to have been sufficiently served as of 12:00:01 a.m., on the fourth (4th) calendar day following the date of deposit in the United States mail of such certified or registered mail properly addressed and postage prepaid.

ARTICLE IX - GENERAL PROVISIONS
Section 9.01 Executor's Authority.

Each individual executing this Lease on behalf of The Flight Line Café represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of said business in accordance with its governing documents including articles of incorporation and bylaws, and that this Lease is binding upon said business in accordance with its terms.

Section 9.02 Interpretation of Agreement.

Nothing contained within this Lease shall be construed or interpreted, in any manner whatsoever, as limiting, relinquishing or waiving any of the rights of ownership enjoyed by Lessor in and to Airport property, or in any manner waiving or limiting Lessor's control 














 
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over the operation, maintenance, etc., of Airport property or in derogation of such governmental rights as Lessor possesses, except as is specifically provided for within this Lease.

Section 9.03 Waiver of Breach of Covenants.

No waiver of any Default or breach of any covenant by either party to this Lease shall be implied from any omission by either party to take action on account of such Default if such Default persists or is repeated, and no express waiver shall affect any Default other than the Default specified in the waiver, and then said waiver shall be operative only for the time and to the extent therein stated. The waiver by either party hereto of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same covenant, term or condition or of any other term, covenant or condition contained within this Lease. The subsequent acceptance of Rent, fees and/or other charges hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease, other than the failure of Lessee to pay the particular Rent, fees and/or other charges so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent, fees or other charges. The exercise of any right or option or privilege under this Lease by Lessor shall not prevent Lessor from exercising any and all other rights, privileges and options hereunder, and Lessor's failure to exercise any right, option or privilege under this Lease shall not be deemed a waiver of said right, option or privilege, nor shall it relieve Lessee from Lessee's obligation to perform each and every covenant and condition on Lessee's part to be performed hereunder, nor from damages or other remedy for failure to perform or meet the obligations of this Lease. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts.

Section 9.04 Venue and Litigation.
a. This Lease, and the rights and obligations of the parties thereto, shall be construed, interpreted, and enforced pursuant to the laws of the State of California and exclusive venue in any and all actions arising under this Lease shall be laid in the Judicial District of Fresno County, California.
b. In any action or proceeding which Lessor or Lessee may be required to prosecute to enforce its respective rights under this Lease, the unsuccessful party therein agrees to pay all costs incurred by the prevailing party therein, including reasonable interest and attorneys' fees, to be fixed by the court, and said costs, interest, and attorneys' fees shall be made a part of the judgment in said action.

Section 9.05 Liens and Claims.

Lessee shall not suffer or permit to be enforced against Lessor's title to the Premises, or any part thereof, any lien, claim or demand arising from any work of construction, repair, restoration, maintenance or removal as herein provided, or otherwise arising (except 














 
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liens, claims or demands suffered by or arising from the actions of Lessor), and Lessee shall pay all such liens, claims and demands before any action is brought to enforce same against said Premises; and Lessee agrees to hold Lessor and said Premises free and harmless from all liability for any and all such liens, claims or demands, together with all costs and expenses in connection therewith. Lessor shall have the right at any time to post and maintain on said Premises such notices as may be necessary to protect Lessor against liability for all such liens, claims and demands.

Section 9.06 Successors and Assigns.

Subject to such limitations and/or requirements as may elsewhere within this Lease be set forth with regard to Lessee's sub-leasing the Premises (or any part thereof) or with regard to either Lessee's assigning this Lease or Lessee's pledging, mortgaging, hypothecating, or otherwise encumbering this Lease or any of Lessee's rights, title and/or interests thereunder, this Lease and all of the terms, covenants, conditions, stipulations, warranties, prohibitions, limitations, reservations, restrictions, agreements, and provisions therein contained shall extend to and bind the legal representatives, successors and assigns of the respective parties hereto.

Section 9.07 Invalid Provisions.

In the event any covenant, condition or provision of this Lease, or the application thereof to any person, entity, or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person, entity, or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated, provided that such invalidit y, voiding or non-enforceability of such covenant, condition or provision does not materially prejudice either party in its respective rights and obligations contained in the then remaining valid covenants, conditions or provisions of this Lease.

Section 9.08 Captions and Article/Section/Paragraph Numbers.

The captions, article numbers, section and sub-section numbers, paragraph and sub- paragraph numbers and/or alphabetical identifiers and index appearing in this Lease are inserted solely for the purpose of convenience in reference and in no way define, limit, construe, or describe the scope or intent of such articles, sections, sub-sections, paragraphs or sub-paragraphs of this Lease nor in any way whatsoever affect this Lease.

Section 9.09 Covenants and Conditions.

Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition.

Section 9.10 Consents/Approvals.

Wherever in this Lease the consent/approval of one party is required to an act of the other party, such consent/approval shall not be unreasonably withheld or delayed. 














 
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Sect
ion 9.11 Merger.

The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation hereof, or a termination by Lessor, or an automatic termination, or termination by a court of competent jurisdiction, or any other termination hereof shall not work a merger, and shall, at the option of Lessor, terminate any or all existing subleases/-tenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all such subleases/- tenancies.

Section 9.12 Cumulative Remedies.

No remedy or election under this Lease shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

Section 9.13 Prior Agreements.

Amendments: This Lease and those certain Exhibits attached hereto and made a part hereof by reference herein contain all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may not be amended or otherwise modified in any way whatsoever, except in writing signed by the Parties. Except as otherwise stated in this Lease, Lessee acknowledges that neither Lessor nor Lessor's officers, employees or agents has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of the Premises and Lessee acknowledges that Lessee assumes all respon sibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises, and the compliance thereof with all applicable laws and regulations in effect during the Term of this Lease except as otherwise specifically stated in this Lease.

Section 9.14 Quiet Possession.

Upon Lessee paying the rental, fees, and/or other charges reserved under this Lease and keeping, observing and/or performing all of the covenants, conditions, warranties, promises, agreements, and/or provisions on Lessee's part to be kept, observed and/or performed thereunder, Lessee shall have quiet possession of the Premises during the full Term of this Lease, and any extensions thereto, subject to all of the provisions of this Lease.

Section 9.15 Time of Essence.

Time is of the essence with respect to this Lease and matters therein contained.

Section 9.16 Review/Examination of Lease.

Submission of the instrument by Lessor for review/examination or signature by Lessee does not constitute a reservation of or option to lease, and the instrument is not effective 














 
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as a lease or otherwise, unless and until execution and delivery by both Lessor and Lessee.

Section 9.17 Accord and Satisfaction.

No payment by Lessee or receipt by Lessor of a lesser amount than the rent, fees and/or charges payment(s) due to be made by Lessee under this Lease shall be deemed to be other than on account of the rent, fees and/or charges due, and no endorsement or statement on any check or in any letter accompanying any check or payment as rent, fees and/or charges shall be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such rent, fees and/or charges or to pursue any other remedy provided in this Lease.

Section 9.18 National Emergency and Condemnation/Eminent Domain.

A. Total Taking/Condemnation of Leased Premises: In the event that the Government of the United States takes over the operation of the Airport, or any part thereof which shall include all of the Premises, by requisition or other unilateral action as the result of a national emergency or otherwise, the Lease shall terminate as of the effective date of any such taking; or, if all of the Premises shall be taken by public authority pursuant to condemnation actions(s) under the laws of eminent domain, the Lease shall terminate as of the date of title vesting in such proceeding.

1. Upon termination of this Lease, as a result, of either of the events hereinabove described within this Section, the Parties hereto shall be relieved of any and all obligations, one to the other, hereunder, not accrued to the date of such termination and Lessor shall promptly return, on a prorated basis, any then unearned rent theretofore paid by Lessee under this Lease.

2. Lessor shall not be liable to Lessee for any injury to Lessee's business or loss of income or any other injury or loss suffered by Lessee, as a result, of any such taking and/or termination.

B. Partial Taking/Condemnation of Premises: In the event, that only a part of the Premises shall be taken as a result of any of those actions described in this Section, and if such taking and the reasons therefore shall not constitute a bar to Lessee's continued beneficial occupancy and use of that/those portion(s) of the Premises not so taken, where such taking may reasonably be deemed to not adversely affect Lessee's commercial business operations therein and thereon to a significant extent/degree, this Lease shall continue in full force and effect and that/those certain parcel(s) of land so taken shall be automatically deleted from the Premises leased by Lessor to Lessee thereunder, as of the date of such taking and/or title vesting.

C. Awards: In the event, that all or part of the Premises shall be taken, as a result, of any of those actions described in this Section, above, the rights of the parties 














 
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hereto with respect to such award(s) as shall be paid for such taking shall be as follows:

1. Lessor shall be entitled to the entire amount of any and all compensation awarded by reason of the taking of the Premises and any and all Lessor- owned improvements then located therein or thereon and Lessee waives any right or claim to any part thereof from Lessor or the condemning authority.

2. Subject to the provisions of this Section, below, Lessee shall have the right to claim and recover from the condemning authority such compensation as may be separately awarded or recoverable by Lessee in Lessee's own right on account of:
a. The taking of or injury to any Lessee-owned improvements then located on the Premises, including the value of the then existing leasehold interest therein and thereto, to the extent of Lessee's interest therein, based on the value of the then remaining unexpired portion of the Term of this Lease, as said value shall be determined in the proceedings for the taking of such operations and awarding such compensation; and
b. Any and all cost or loss (including loss of business) which may be incurred by Lessee as a result of Lessee's having to remove Lessee's personal property (including merchandise, furniture, trade fixtures and equipment) to a new location.

D. Payments to Encumbrancers: Any compensation which would otherwise be payable to Lessee under this Section, above, shall be paid directly to any known lawful encumbrancer of the Leasehold interest, to the extent of such encumbrance.

E. Notice and Execution: Upon service of process upon Lessor in connection with either any taking over of Airport by the United States Government or any condemnation or potential condemnation, Lessor shall immediately give Lessee notice thereof in writing. Lessee shall immediately execute and deliver to Lessor any and all instruments which may be required to fully effectuate any and all of the provisions of this Article if, as and when any such instruments shall be required of Lessee.

Section 9.19 Relationship of Parties.

Nothing contained in this Lease shall be deemed or construed by the parties or by any third persons to create the relationship of principal and agent or of partnership or joint venture between Lessor and Lessee. Except the extent expressly provided for in this Lease: (i) Lessor does not grant, convey, or delegate to Lessee any tangible or intangible property interest or express or implied agency, license, right, or authority; (ii) Lessee shall have no authority to bind the Lessor absent its express written consent; (iii) either Party 














 
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shall be free from obligations or liabilities under contracts entered by the other; and (iv) each Party shall bear its own costs/expenses in pursuit hereof.

Section 9.20 Conflict of Interest.

No officer or employee shall have any financial interest, direct or indirect, in any contract with the Lessor or be financially interested, directly or indirectly, in the sale to Lessor of any land, materials, supplies or services, except on behalf of Lessor as an officer or employee. No officer or employee shall be in litigation with Lessor or any of its agents
at the time this Lease is executed. Les see shall complete Exhibit D, “Disclosure of Conflict of Interest,” and update same if/when any responses there to change, so that Lessor may determine whether a conflict exists . A ny violation of this Section, with knowledge, express or implied, of the person or corporation contracting with Lessor shall render the contract inv olved voidable by the City Manager or the City Council.

Section 9.21 Non-Discrimination.

A. Lessee, for itself, its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property describer in this Lease for a purpose for which a Department of Transportation (DOT) provisions of similar services or benefits, Lessee shall maintain and operate such facilities and services in compliance with all other requirements pursuant to 49 CFR Part 21. Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

B. Lessee, for itself, its successors in interest, and assignees, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land that: (i) no person on the grounds of race, color, national origin, or disability shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in the use of said facilities; (ii) in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, na tional origin or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (iii) Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

C. Lessee ensures that it will comply with pertinent statutes, executive orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from federal assistance.

This Provision obligates Lessee or its transferee for the period during which federal assistance is extended to the airport program, except where federal assistance is to provide, or is in the form of personal property or real property or interest therein 














 
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or structures of improvements thereon. In these cases, the Provision obligates Lessee or any transferee for the longer of the following periods: (i) the period during which the property is used by the sponsor or any transferee for a purpose for which federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (ii) the period during which the airport sponsor or any transferee retains ownership or possession of the property.

D. Lessee agrees to ensure that disadvantaged business enterprises as defined in 49 C
FR Parts 23 and 26 have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds provided under this Lease. In this regard, Lessee shall take all necessary and reasonable steps in accordance with 49 CFR Parts 23 and 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform such contracts. Lessee shall not discriminate on the basis of race, color, national origin, or sec in the award and performance of DOT-assisted contracts.

E. As a condition of this Lease, Lessee covenants that it will take all necessary actions to i
nsure that, in connection with any work under this Lease, Lessee, its associates and subcontractors, will not discriminate the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, sex or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. Lessee shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §12101-12213, as amended. In this regard, Lessee shall keep, retain and safeguard all records relating to this Lease or work performed hereunder for a minimum period of three (3) years from final lease completion, with full access allowed to representatives of Lessor, upon request, for purposes of evaluating compliance with this and other provisions of this Lease.

F. In the event of Lessee’s breach of any of the above nondiscrimination covenants, Lessor
according to the provisions of this Lease shall have the right to terminate this Lease and to re-enter and repossess the leased Premises and the facilities thereon, and hold the same as if the Lease had never been made or issued.

Section 9.22 Required Accessibility Disclosure.

A C
ertified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the commercial property owner or Lessor may not prohibit Lessee from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of Lessee, if requested by Lessee. The Parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.
[Signatures on following page]















 
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ARTICLE X - SIGNATURE
IN WITNESS WHEREOF, Lessor has caused this Lease to be executed by its Director of Aviation, and Lessee, by the signature of its duly authorized person(s)/officer(s) hereunto below affixed, has accepted this Lease and acknowledged and/or agreed to all the terms, covenants, conditions, warranties, agreements, and provisions herein contained, as of the day and year first above written.

CITY OF FRESNO, CALIFORNIA
A Municipal Corporation
By: ________________________
Henry Thompson, A.A.E., IAP
Director of Aviation
Address for Notice:

City of Fresno Airports Department
4995 E. Clinton Way
Fresno, CA 93727
APPROVED AS TO FORM:

Douglas T. Sloan
City Attorney
By:

Brandon M. Collet Date
Senior Deputy City Attorney
ATTEST:

Todd Stermer, CMC
City Clerk
By:

Deputy

HENRY WANG, AN INDIVIDUAL, DBA

THE FLIGHT LINE CAFE
By: _________________________
Henry Wang, an Individual,
dba The Flight Line Cafe
Address for Notice:

Henry Wang
The Flight Line Café
5843 West Beachwood Avenue
Fresno, California 93722
Phone: (559) 288-4096
(559) 355-4186
Attachments:

Exhibit A - Parcel Map
Exhibit B - Assurances Required by FAA
Exhibit C - FCH’s Minimum Standards
Exhibit D - Conflict of Interest Form















 




EXHIBIT A















 
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FAA
Airports
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͘ ƵƌĂƚŝŽŶĂŶĚƉƉůŝĐĂďŝůŝƚLJ͘
ϭ͘ ŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽƌEŽŝƐĞŽŵƉĂƚŝďŝůŝƚLJWƌŽŐƌĂŵWƌŽũĞĐƚƐhŶĚĞƌƚĂŬĞŶďLJĂWƵďůŝĐŐĞŶĐLJ ^ƉŽŶƐŽƌ͘
dŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚƐŚĂůůƌĞŵĂŝŶŝŶĨƵůůĨŽƌĐĞĂŶĚ ĞĨĨĞĐƚƚŚƌŽƵŐŚŽƵƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨƚŚĞĨĂĐŝůŝƚŝĞƐĚĞǀĞůŽƉĞĚŽƌĞƋƵŝƉŵĞŶƚĂĐƋƵŝƌĞĚĨŽƌĂŶ ĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ŽƌƚŚƌŽƵŐŚŽƵƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨ ƚŚĞƉƌŽũĞĐƚ ŝƚĞŵƐŝŶƐƚĂůůĞĚǁŝƚŚŝŶĂĨĂĐŝůŝƚLJƵŶĚĞƌĂŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ďƵƚŝŶ ĂŶLJĞǀĞŶƚŶŽƚƚŽĞdžĐĞĞĚƚǁĞŶƚLJ;ϮϬͿLJĞĂƌƐĨƌŽŵƚŚĞĚĂƚĞŽĨĂĐĐĞƉƚĂŶĐĞŽĨĂŐƌĂŶƚŽĨĨĞƌŽĨ &ĞĚĞƌĂůĨƵŶĚƐĨŽƌƚŚĞƉƌŽũĞĐƚ͘,ŽǁĞǀĞƌ͕ƚŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶ ŽĨƚŚĞ ĂƐƐƵƌĂŶĐĞƐƌĞŐĂƌĚŝŶŐ
džĐůƵƐŝǀĞZŝŐŚƚƐĂŶĚŝƌƉŽƌƚZĞǀĞŶƵĞƐŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶ ĂŝƌƉŽƌƚ͘dŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐǁŝƚŚ ƌĞƐƉĞĐƚƚŽƌĞĂůƉƌŽƉĞƌƚLJĂĐƋƵŝƌĞĚǁŝƚŚĨĞĚĞƌĂůĨƵŶĚƐ͘&ƵƌƚŚĞƌŵŽƌĞ͕ƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞŝǀŝů ZŝŐŚƚƐĂƐƐƵƌĂŶĐĞƐŚĂůůďĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞĂƐƐƵƌĂŶĐĞƐ͘
Ϯ͘ ŝƌƉŽƌƚĞǀĞůŽƉŵĞŶƚŽƌEŽŝƐĞŽŵƉĂƚŝďŝůŝƚLJWƌŽũĞĐƚƐhŶĚĞƌƚĂŬĞŶďLJĂWƌŝǀĂƚĞ^ƉŽŶƐŽƌ͘ dŚĞƉƌĞĐĞĚŝŶŐƉĂƌĂŐƌĂƉŚ;ϭͿĂůƐŽĂƉƉůŝĞƐƚŽĂƉƌŝǀĂƚĞƐƉŽŶƐŽƌĞdžĐĞƉƚƚŚĂƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨ ƉƌŽũĞĐƚŝƚĞŵƐŝŶƐƚĂůůĞĚǁŝƚŚŝŶĂĨĂĐŝůŝƚLJŽƌƚŚĞƵƐĞĨƵůůŝĨĞŽĨƚŚĞĨĂĐŝůŝƚŝĞƐĚĞǀĞůŽƉĞĚŽƌĞƋƵŝƉŵĞŶƚ ĂĐƋƵŝƌĞĚƵŶĚĞƌĂŶĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚƐŚĂůůďĞŶŽůĞƐƐ ƚŚĂŶƚĞŶ;ϭϬͿLJĞĂƌƐĨƌŽŵƚŚĞĚĂƚĞŽĨĂĐĐĞƉƚĂŶĐĞŽĨ&ĞĚĞƌĂůĂŝĚĨŽƌƚŚĞƉƌŽũĞĐƚ͘ ϯ͘ ŝƌƉŽƌƚWůĂŶŶŝŶŐhŶĚĞƌƚĂŬĞŶďLJĂ^ƉŽŶƐŽƌ͘
hŶůĞƐƐŽƚŚĞƌǁŝƐĞƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͕ŽŶůLJƐƐƵƌĂŶĐĞƐϭ͕Ϯ͕ϯ͕ϱ͕ϲ͕ϭϯ͕ϭϴ͕Ϯϯ͕Ϯϱ͕ ϯϬ͕ϯϮ͕ϯϯ͕ϯϰ͕ĂŶĚϯϳŝŶ^ĞĐƚŝŽŶĂƉƉůLJƚŽƉůĂŶŶŝŶŐƉƌŽũĞĐƚƐ͘dŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚ

EXHIBIT B















 
ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϮŽĨϭϵ
ĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚƐŚĂůůƌĞŵĂŝŶŝŶĨƵůůĨŽƌĐĞĂŶĚĞĨĨĞĐƚĚƵƌŝŶŐƚŚĞůŝĨĞŽĨƚŚĞ ƉƌŽũĞĐƚ͖ƚŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞĂƐƐƵƌĂŶĐĞƐƌĞŐĂƌĚŝŶŐ džĐůƵƐŝǀĞZŝŐŚƚƐĂŶĚ
ŝƌƉŽƌƚZĞǀĞŶƵĞƐŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶĂŝƌƉŽƌƚ͘ ͘ ^ƉŽŶƐŽƌĞƌƚŝĨŝĐĂƚŝŽŶ͘
dŚĞƐƉŽŶƐŽƌŚĞƌĞďLJĂƐƐƵƌĞƐĂŶĚĐĞƌƚŝĨŝĞƐ͕ǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚŝƐŐƌĂŶƚƚŚĂƚ͗ ϭ͘ 'ĞŶĞƌĂů&ĞĚĞƌĂůZĞƋƵŝƌĞŵĞŶƚƐ
/ƚǁŝůůĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞ&ĞĚĞƌĂůůĂǁƐ͕ƌĞŐƵůĂƚŝŽŶƐ͕ĞdžĞĐƵƚŝǀĞŽƌĚĞƌƐ͕ƉŽůŝĐŝĞƐ͕ŐƵŝĚĞůŝŶĞƐ͕ĂŶĚ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƚŚĞLJƌĞůĂƚĞƚŽƚŚĞĂƉƉůŝĐĂƚŝŽŶ͕ĂĐĐĞƉƚĂŶĐĞ͕ĂŶĚƵƐĞŽĨ&ĞĚĞƌĂůĨƵŶĚƐĨŽƌƚŚŝƐ'ƌĂŶƚ ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗
&

Z>>
'/^>d/KE
Ă͘ ϰϵh͘^͘͘ƐƵďƚŝƚůĞs//͕ĂƐĂŵĞŶĚĞĚ͘
ď͘ ĂǀŝƐͲĂĐŽŶĐƚ͕ĂƐĂŵĞŶĚĞĚͶϰϬh͘^͘͘ΑΑϯϭϰϭͲϯϭϰϰ͕ϯϭϰϲ͕Ă ŶĚϯϭϰϳ͕ĞƚƐĞƋ͘ϭ Đ͘ &ĞĚĞƌĂů&Ăŝƌ>ĂďŽƌ^ƚĂŶĚĂƌĚƐ ĐƚʹϮϵh͘^͘͘ΑϮϬϭ͕ĞƚƐĞƋ͘ Ě͘ ,ĂƚĐŚĐƚʹϱh͘^͘͘ΑϭϱϬϭ͕ĞƚƐĞƋ͘ Ϯ
Ğ͘ hŶŝĨŽƌŵZĞůŽĐĂƚŝŽŶƐƐŝƐƚĂŶĐĞĂŶĚZĞĂůWƌŽƉĞƌƚLJĐƋƵŝƐŝƚŝŽŶW ŽůŝĐŝĞƐĐƚŽĨϭϵϳϬ͕ϰϮh͘^͘͘ Α ϰϲϬϭ͕ĞƚƐĞƋ͘ϭ͕Ϯ
Ĩ͘ EĂƚŝŽŶĂů,ŝƐƚŽƌŝĐWƌĞƐĞƌǀĂƚŝŽŶĐƚŽĨϭϵϲϲʹ^ĞĐƚŝŽŶϭϬϲʹϱϰ h͘^͘͘ΑϯϬϲϭϬϴ͘ϭ Ő͘ ƌĐŚĞŽůŽŐŝĐĂůĂŶĚ,ŝƐƚŽƌŝĐWƌĞƐĞƌǀĂƚŝŽŶĐƚŽĨϭϵϳϰʹϱϰh͘^͘ ͘ΑϯϭϮϱϬϭ͕ĞƚƐĞƋ͘ϭ Ś͘ EĂƚŝǀĞŵĞƌŝĐĂŶƐ'ƌĂǀĞZĞƉĂƚƌŝĂƚŝŽŶĐƚʹϮϱh͘^͘͘ΑϯϬϬϭ͕Ğ ƚƐĞƋ͘ ŝ͘ ůĞĂŶŝƌĐƚ͕W͘>͘ϵϬͲϭϰϴ͕ĂƐ ĂŵĞŶĚĞĚʹϰϮh͘^͘͘ΑϳϰϬϭ͕ĞƚƐĞƋ͘ ũ͘ ŽĂƐƚĂůŽŶĞDĂŶĂŐĞŵĞŶƚĐƚ͕W͘>͘ϵϮͲϱϴϯ͕ĂƐĂŵĞŶĚĞĚʹϭϲh͘^ ͘͘Αϭϰϱϭ͕ĞƚƐĞƋ͘ Ŭ͘ &ůŽŽĚŝƐĂƐƚĞƌWƌŽƚĞĐƚŝŽŶĐƚŽĨϭϵϳϯʹ^ĞĐƚŝŽŶϭϬϮ;ĂͿͲϰϮh ͘^͘͘ΑϰϬϭϮĂ͘ϭ ů͘ ϰϵh͘^͘͘ΑϯϬϯ͕;ĨŽƌŵĞƌů LJŬŶŽǁŶĂƐ^ĞĐƚŝŽŶϰ;ĨͿͿ͘
ŵ͘ ZĞŚĂďŝůŝƚĂƚŝŽŶĐƚŽĨϭϵϳϯʹϮϵh͘^͘͘Αϳϵϰ͘
Ŷ͘ dŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϰϮh͘^͘͘ΑϮϬϬϬĚĞ ƚƐĞƋ͕͘ϳϴƐƚĂƚ͘ϮϱϮͿ;ƉƌŽŚŝďŝƚƐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶͿ͘ Ž͘ ŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚŽĨϭϵϵϬ͕ĂƐĂŵĞŶĚĞĚ͕;ϰϮh͘^͘ ͘ΑϭϮϭϬϭĞƚƐĞƋ͘Ϳ;ƉƌŽŚŝďŝƚƐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨĚŝƐĂďŝůŝƚLJͿ͘
Ɖ͘ ŐĞŝƐĐƌŝŵŝŶĂƚŝŽŶĐƚŽĨϭϵϳϱʹϰϮh͘^͘͘ΑϲϭϬϭ͕ĞƚƐĞƋ͘ Ƌ͘ ŵĞƌŝĐĂŶ/ŶĚŝĂŶZĞůŝŐŝŽƵƐ&ƌĞĞĚŽŵĐƚ͕W͘>͘ϵϱͲϯϰϭ͕ĂƐĂŵĞŶĚĞ Ě͘ ƌ͘ ƌĐŚŝƚĞĐƚƵƌĂůĂƌƌŝĞƌƐĐƚŽĨϭϵϲϴ͕ĂƐĂŵĞŶĚĞĚʹϰϮh͘^͘͘Α ϰϭϱϭ͕ĞƚƐĞƋ͘ ϭ
Ɛ͘ WŽǁĞƌƉůĂŶƚĂŶĚ/ŶĚƵƐƚƌŝĂů&ƵĞůhƐĞĐƚŽĨϭϵϳϴʹ^ĞĐƚŝŽŶϰϬϯʹϰϮh͘^͘͘Αϴϯϳϯ͘ϭ ƚ͘ ŽŶƚƌĂĐƚtŽƌŬ,ŽƵƌƐĂŶĚ^ĂĨĞƚLJ^ƚĂŶĚĂƌĚƐĐƚʹϰϬh͘^͘͘Αϯϳ Ϭϭ͕ĞƚƐĞƋ͘ϭ Ƶ͘ ŽƉĞůĂŶĚŶƚŝͲŬŝĐŬďĂĐŬ Đƚʹϭϴh͘^͘͘Αϴϳϰ͘ϭ

EXHIBIT B















 
ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϯŽĨϭϵ
ǀ͘ EĂƚŝŽŶĂů
ŶǀŝƌŽŶŵĞŶƚĂůWŽůŝĐLJĐƚŽĨϭϵϲϵʹϰϮh͘^͘͘ΑϰϯϮϭ͕ ĞƚƐĞƋ͘ϭ ǁ͘ tŝůĚĂŶĚ^ĐĞŶŝĐZŝǀĞƌƐĐƚ͕W͘>͘ϵϬͲϱϰϮ͕ĂƐĂŵĞŶĚĞĚʹϭϲh͘^͘ ͘ΑϭϮϳϭ͕ĞƚƐĞƋ͘ dž͘ ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰʹ ϯϭh͘^͘͘ΑϳϱϬϭ͕ĞƚƐĞƋ͘Ϯ LJ͘ ƌƵŐͲ&ƌĞĞtŽƌŬƉůĂĐĞĐƚŽĨϭϵϴϴʹϰϭh͘^͘͘ΑΑϴϭϬϭƚŚƌŽƵŐŚϴ ϭϬϱ͘ nj͘ dŚĞ&ĞĚĞƌĂů&ƵŶĚŝŶŐĐĐŽƵŶƚĂď ŝůŝƚLJĂŶĚdƌĂŶƐƉĂƌĞŶĐLJĐƚŽĨϮϬϬϲ͕ĂƐĂŵĞŶĚĞĚ;W͘>͘ϭϬϵͲϮϴϮ͕ĂƐ ĂŵĞŶĚĞĚďLJƐĞĐƚŝŽŶϲϮϬϮŽĨW͘>͘ϭϭϬͲϮϱϮͿ͘
ĂĂ͘ ŝǀŝůZŝŐŚƚƐZĞƐƚŽƌĂƚŝŽŶĐƚŽĨϭϵϴϳ͕W͘>͘ϭϬϬͲϮϱϵ͘ ďď͘ƵŝůĚŵĞƌŝĐĂ͕ƵLJŵĞƌŝĐĂĐƚ͕W͘>͘ϭϭϳͲϱϴ͕dŝƚůĞ/y͘

y
hd/s
KZ
Z^
Ă͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϭϮϰϲʹ
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ ϭ
ď͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϭϵϵϬʹWƌŽƚĞĐƚŝŽŶŽĨtĞƚůĂŶĚƐ
Đ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϭϵϵϴʹ&ůŽŽĚWůĂŝŶDĂŶĂŐĞŵĞŶƚ
Ě͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϮϯϳϮʹ/ŶƚĞƌŐŽǀĞƌŶŵĞŶƚĂůZĞǀŝĞǁŽĨ&ĞĚĞƌĂůW ƌŽŐƌĂŵƐ Ğ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϮϲϵϵʹ^ĞŝƐŵŝĐ^ĂĨĞƚLJŽĨ&ĞĚĞƌĂůĂŶĚ&ĞĚĞƌĂů ůLJƐƐŝƐƚĞĚEĞǁƵŝůĚŝŶŐ ŽŶƐƚƌƵĐƚŝŽŶ
ϭ
Ĩ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϮϴϵϴʹ
ŶǀŝƌŽŶŵĞŶƚĂů:ƵƐƚŝĐĞ
Ő͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϯϭϲϲʹ/ŵƉƌŽǀŝŶŐĐĐĞƐƐƚŽ^ĞƌǀŝĐĞƐĨŽƌWĞƌƐ ŽŶƐǁŝƚŚ>ŝŵŝƚĞĚ ŶŐůŝƐŚ
WƌŽĨŝĐŝĞŶĐLJ
Ś͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϯϵϴϱʹ
džĞĐƵƚŝǀĞKƌĚĞƌŽŶĚǀĂŶĐŝŶŐZĂĐŝĂů
ƋƵŝƚLJĂŶĚ^ƵƉƉŽƌƚĨŽƌ
hŶĚĞƌƐĞƌǀĞĚŽŵŵƵŶŝƚŝĞƐdŚƌŽƵŐŚƚŚĞ&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚ
ŝ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϯϵϴϴʹWƌĞǀĞŶƚŝŶŐĂŶĚŽŵďĂƚŝŶŐŝƐĐƌŝŵŝŶĂƚŝ ŽŶŽŶƚŚĞĂƐŝƐŽĨ'ĞŶĚĞƌ/ĚĞŶƚŝƚLJ Žƌ^ĞdžƵĂůKƌŝĞŶƚĂƚŝŽŶ
ũ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϰϬϬϱʹ
ŶƐƵƌŝŶŐƚŚĞ&ƵƚƵƌĞŝƐDĂĚĞŝŶĂůůŽĨ ŵĞƌŝĐĂďLJůůŽĨŵĞƌŝĐĂ͛Ɛ tŽƌŬĞƌƐ
Ŭ͘
džĞĐƵƚŝǀĞKƌĚĞƌϭϰϬϬϴʹdĂĐŬůŝŶŐƚŚĞůŝŵĂƚĞƌŝƐŝƐĂƚ,ŽŵĞĂ ŶĚďƌŽĂĚ &

Z>Z
'h>d/KE^
Ă͘ Ϯ&ZWĂƌƚϭϴϬʹKD'ƵŝĚĞůŝŶĞƐƚŽŐĞŶĐŝĞƐŽŶ'ŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ ;EŽŶƉƌŽĐƵƌĞŵĞŶƚͿ͘
ď͘ Ϯ&ZWĂƌƚϮϬϬʹhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƚŝǀĞZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌ ŝŶĐŝƉůĞƐ͕ĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ ĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͘ϰ͕ϱ
Đ͘ Ϯ&ZWĂƌƚϭϮϬϬʹEŽŶƉƌŽĐƵƌĞŵĞŶƚ^ƵƐƉĞŶƐŝŽŶĂŶĚĞďĂƌŵĞŶƚ͘ Ě͘ ϭϰ&ZWĂƌƚϭϯʹ/ŶǀĞƐƚŝŐĂƚŝǀĞĂŶĚ
ŶĨŽƌĐĞŵĞŶƚWƌŽĐĞĚƵƌĞƐ͘
Ğ͘ ϭϰ&ZWĂƌƚϭϲʹZƵůĞƐŽĨWƌĂĐƚŝĐĞĨŽƌ&ĞĚĞƌĂůůLJͲƐƐŝƐƚĞĚŝƌ ƉŽƌƚ ŶĨŽƌĐĞŵĞŶƚWƌŽĐĞĞĚŝŶŐƐ͘
Ĩ͘ ϭϰ&ZWĂƌƚϭϱϬʹŝƌƉŽƌƚEŽŝƐĞŽŵƉĂƚŝďŝůŝƚLJWůĂŶŶŝŶŐ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϰŽĨϭϵ 
Ő͘ Ϯϴ&ZWĂƌƚϯϱʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨŝƐĂďŝůŝƚLJŝŶ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌŶŵĞŶƚ ^ĞƌǀŝĐĞƐ͘
Ś͘ Ϯϴ&ZΑϱϬ͘ϯʹh͘^͘ĞƉĂƌƚŵĞŶƚŽĨ:ƵƐƚŝĐĞ'ƵŝĚĞůŝŶĞƐĨŽƌƚŚĞ ŶĨŽƌĐĞŵĞŶƚŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝů
ZŝŐŚƚƐĐƚŽĨϭϵϲϰ͘
ŝ͘ Ϯϵ&ZWĂƌƚϭʹWƌŽĐĞĚƵƌĞƐĨŽƌWƌĞĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨtĂŐĞZĂƚĞƐ͘ϭ ũ͘ Ϯϵ&ZWĂƌƚϯʹŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ&ŝŶĂŶĐĞĚŝŶ tŚŽůĞŽƌŝŶWĂƌƚďLJ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͘ϭ Ŭ͘ Ϯϵ&ZWĂƌƚϱʹ>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůLJ&ŝŶĂŶĐĞĚ ĂŶĚƐƐŝƐƚĞĚŽŶƐƚƌƵĐƚŝŽŶ;ůƐŽ>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽEŽŶĐŽŶƐƚƌƵĐƚŝŽŶ ŽŶƚƌĂĐƚƐ^ƵďũĞĐƚƚŽƚŚĞŽŶƚƌĂĐƚtŽƌŬ,ŽƵƌƐĂŶĚ^ĂĨĞƚLJ^ƚĂŶĚĂƌĚƐĐƚͿ͘ϭ ů͘ ϰϭ&ZWĂƌƚϲϬʹKĨĨŝĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů
ŵƉůŽLJŵĞŶƚ
KƉƉŽƌƚƵŶŝƚLJ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ;&ĞĚĞƌĂůĂŶĚ&ĞĚĞƌĂůůLJͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚŝŶŐƌĞƋƵŝƌĞŵĞŶƚƐͿ͘ϭ ŵ͘ ϰϵ&ZWĂƌƚϮϬʹEĞǁZĞƐƚƌŝĐƚŝŽŶƐŽŶ>ŽďďLJŝŶŐ͘
Ŷ͘ ϰϵ&ZWĂƌƚϮϭʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ&ĞĚĞƌĂůůLJͲƐƐŝƐƚĞĚWƌŽŐƌĂŵƐŽĨƚŚĞĞƉĂƌƚŵĞŶƚŽĨ dƌĂŶƐƉŽƌƚĂƚŝŽŶͲ
ĨĨĞĐƚƵĂƚŝŽŶŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ͘ Ž͘ ϰϵ&ZWĂƌƚϮϯʹWĂƌƚŝĐŝƉĂƚŝŽŶďLJŝƐĂĚǀĂŶƚĂŐĞƵƐŝŶĞƐƐ ŶƚĞƌƉƌŝƐĞŝŶŝƌƉŽƌƚŽŶĐĞƐƐŝŽŶƐ͘
Ɖ͘ ϰϵ&ZWĂƌƚϮϰʹhŶŝĨŽƌŵZĞůŽĐĂƚŝŽŶƐƐŝƐƚĂŶĐĞĂŶĚZĞĂůWƌŽƉĞƌƚLJĐƋƵŝƐŝƚŝŽŶĨŽƌ&ĞĚĞƌĂůĂŶĚ &ĞĚĞƌĂůůLJͲƐƐŝƐƚĞĚWƌŽŐƌĂŵƐ͘ϭ͕Ϯ
Ƌ͘ ϰϵ&ZWĂƌƚϮϲʹWĂƌƚŝĐŝƉĂƚŝŽŶďLJŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ ŶƚĞƌƉƌŝƐĞƐŝŶĞƉĂƌƚŵĞŶƚŽĨ
dƌĂŶƐƉŽƌƚĂƚŝŽŶ&ŝŶĂŶĐŝĂůƐƐŝƐƚĂŶĐĞWƌŽŐƌĂŵƐ͘
ƌ͘ ϰϵ&ZWĂƌƚϮϳʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨŝƐĂďŝůŝƚLJŝŶWƌŽŐƌĂŵƐŽƌĐƚŝǀŝƚŝĞƐZĞĐĞŝǀŝŶŐ &ĞĚĞƌĂů&ŝŶĂŶĐŝĂůƐƐŝƐƚĂŶĐĞ͘ϭ
Ɛ͘ ϰϵ&ZWĂƌƚϮϴʹ
ŶĨŽƌĐĞŵĞŶƚŽĨEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨ,ĂŶĚŝĐĂƉŝŶWƌŽŐƌĂŵƐŽƌ ĐƚŝǀŝƚŝĞƐŽŶĚƵĐƚĞĚďLJƚŚĞĞƉĂƌƚŵĞŶƚŽĨdƌĂŶƐƉŽƌƚĂƚŝŽŶ͘ ƚ͘ ϰϵ&ZWĂƌƚϯϬʹĞŶŝĂůŽĨWƵďůŝĐtŽƌŬƐŽŶƚƌĂĐƚƐƚŽ^ƵƉƉůŝĞƌƐŽĨ'ŽŽĚƐĂŶĚ^ĞƌǀŝĐĞƐŽĨ ŽƵŶƚƌŝĞƐdŚĂƚĞŶLJWƌŽĐƵƌĞŵĞŶƚDĂƌŬĞƚĐĐĞƐƐƚŽh͘^͘ŽŶƚƌĂĐƚŽƌƐ͘ Ƶ͘ ϰϵ&ZWĂƌƚϯϮʹ'ŽǀĞƌŶŵĞŶƚǁŝĚĞZĞƋƵŝƌĞŵĞŶƚƐĨŽƌƌƵŐͲ&ƌĞĞtŽƌŬƉůĂĐĞ;&ŝŶĂŶĐŝĂů ƐƐŝƐƚĂŶĐĞͿ͘
ǀ͘ ϰϵ&ZWĂƌƚϯϳʹdƌĂŶƐƉŽƌƚĂƚŝŽŶ^ĞƌǀŝĐĞƐĨŽƌ/ŶĚŝǀŝĚƵĂůƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐ;Ϳ͘ ǁ͘ ϰϵ&ZWĂƌƚϯϴʹŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚ;ͿĐĐĞƐƐŝďŝůŝƚLJ^ƉĞĐŝĨŝĐĂƚŝŽŶƐĨŽƌ dƌĂŶƐƉŽƌƚĂƚŝŽŶsĞŚŝĐůĞƐ͘
dž͘ ϰϵ&ZWĂƌƚϰϭʹ^ĞŝƐŵŝĐ^ĂĨĞƚLJ͘
FOOTNOTES TO ASSURANCE (C)(1)
ϭ dŚĞƐĞůĂǁƐĚŽŶŽƚĂƉƉůLJƚŽĂŝƌƉŽƌƚƉůĂŶŶŝŶŐƐƉŽŶƐŽƌƐ͘ Ϯ dŚĞƐĞůĂǁƐĚŽŶŽƚĂƉƉůLJƚŽƉƌŝǀĂƚĞƐƉŽŶƐŽƌƐ͘
ϯ Ϯ&ZWĂƌƚϮϬϬĐŽŶƚĂŝŶƐƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌ ŶŵĞŶƚƐƌĞĐĞŝǀŝŶŐ&ĞĚĞƌĂů ĂƐƐŝƐƚĂŶĐĞ͘ŶLJƌĞƋƵŝƌĞŵĞŶƚůĞǀŝĞĚƵƉŽŶ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌŶŵĞŶƚƐďLJƚŚŝƐƌĞŐƵůĂƚŝŽŶƐŚĂůů

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϱŽĨϭϵ 
ĂƉƉůLJǁŚĞƌĞĂƉƉůŝĐĂďůĞƚŽƉƌŝǀĂƚĞƐƉŽŶƐŽƌƐƌĞĐĞŝǀŝŶŐ&ĞĚĞƌĂůĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ ^ƚĂƚĞƐŽĚĞ͘
ϰ ŽƐƚƉƌŝŶĐŝƉůĞƐĞƐƚĂďůŝƐŚĞĚŝŶϮ&ZƉĂƌƚϮϬϬƐƵďƉĂƌƚ ŵƵƐƚď ĞƵƐĞĚĂƐŐƵŝĚĞůŝŶĞƐĨŽƌ
ĚĞƚĞƌŵŝŶŝŶŐƚŚĞĞůŝŐŝďŝůŝƚLJŽĨƐƉĞĐŝĨŝĐƚLJƉĞƐŽĨĞdžƉĞŶƐĞƐ͘ ϱ ƵĚŝƚƌĞƋƵŝƌĞŵĞŶƚƐĞƐƚĂďůŝƐŚĞĚŝŶϮ&ZƉĂƌƚϮϬϬƐƵďƉĂƌƚ&ĂƌĞ ƚŚĞŐƵŝĚĞůŝŶĞƐĨŽƌĂƵĚŝƚƐ͘ ^W
/&/^^hZE
^
^ƉĞĐŝĨŝĐĂƐƐƵƌĂŶĐĞƐƌĞƋƵŝƌĞĚƚŽďĞŝŶĐůƵĚĞĚŝŶŐƌĂŶƚĂŐƌĞĞŵĞŶƚƐďLJĂŶLJŽĨƚŚĞĂďŽǀĞůĂǁƐ͕ƌĞŐƵůĂƚŝŽŶƐŽƌ ĐŝƌĐƵůĂƌƐĂƌĞŝŶĐŽƌƉŽƌĂƚĞĚďLJƌĞĨĞƌĞŶĐĞŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ Ϯ͘ ZĞƐƉŽŶƐŝďŝůŝƚLJĂŶĚƵƚŚŽƌŝƚLJŽĨƚŚĞ^ƉŽŶƐŽƌ͘
Ă͘ WƵďůŝĐŐĞŶĐLJ^ƉŽŶƐŽƌ͗
/ƚŚĂƐůĞŐĂůĂƵƚŚŽƌŝƚLJƚŽĂƉƉůLJĨŽƌƚŚŝƐ'ƌĂŶƚ͕ĂŶĚƚŽĨŝŶĂŶĐĞĂŶĚĐĂƌƌLJŽƵƚƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͖ ƚŚĂƚĂƌĞƐŽůƵƚŝŽŶ͕ŵŽƚŝŽŶŽƌƐŝŵŝůĂƌĂĐƚŝŽŶŚĂƐďĞĞŶĚƵůLJĂĚŽƉƚĞĚŽƌƉĂƐƐĞĚĂƐĂŶŽĨĨŝĐŝĂůĂĐƚŽĨ ƚŚĞĂƉƉůŝĐĂŶƚΖƐŐŽǀĞƌŶŝŶŐďŽĚLJĂƵƚŚŽƌŝnjŝŶŐƚŚĞĨŝůŝŶŐŽĨƚŚĞĂƉƉůŝĐĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐĂůů ƵŶĚĞƌƐƚĂŶĚŝŶŐƐĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚƚŚĞƌĞŝŶ͕ĂŶĚĚŝƌĞĐƚŝŶŐĂŶĚĂƵƚŚŽƌŝnjŝŶŐƚŚĞƉĞƌƐŽŶ ŝĚĞŶƚŝĨŝĞĚĂƐƚŚĞŽĨĨŝĐŝĂůƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨƚŚĞĂƉƉůŝĐĂŶƚƚŽĂĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ ĂƉƉůŝĐĂƚŝŽŶĂŶĚƚŽƉƌŽǀŝĚĞƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶĂƐŵĂLJďĞƌĞƋƵŝƌĞĚ͘ ď͘ WƌŝǀĂƚĞ^ƉŽŶƐŽƌ͗
/ƚŚĂƐůĞŐĂůĂƵƚŚŽƌŝƚLJƚŽĂƉƉůLJĨŽƌƚŚŝƐ'ƌĂŶƚĂŶĚƚŽĨŝŶĂŶĐĞĂŶĚĐĂƌƌLJŽƵƚƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ ĂŶĚĐŽŵƉůLJǁŝƚŚĂůůƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘/ƚƐŚĂůů ĚĞƐŝŐŶĂƚĞĂŶŽĨĨŝĐŝĂůƌĞƉƌĞƐĞŶƚĂƚŝǀĞĂŶĚƐŚĂůůŝŶǁƌŝƚŝŶŐĚŝƌĞĐƚĂŶĚĂƵƚŚŽƌŝnjĞƚŚĂƚƉĞƌƐŽŶƚŽĨŝůĞ ƚŚŝƐĂƉƉůŝĐĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐĂůůƵŶĚĞƌƐƚĂŶĚŝŶŐƐĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚƚŚĞƌĞŝŶ͖ƚŽĂĐƚŝŶ ĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚŝƐĂƉƉůŝĐĂƚŝŽŶ͖ĂŶĚƚŽƉƌŽǀŝĚĞƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶĂƐŵĂLJďĞ ƌĞƋƵŝƌĞĚ͘
ϯ͘ ^ƉŽŶƐŽƌ&ƵŶĚǀĂŝůĂďŝůŝƚLJ͘
/ƚŚĂƐƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐĂǀĂŝůĂďůĞĨŽƌƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽũĞĐƚĐŽƐƚƐǁŚŝĐŚĂƌĞŶŽƚƚŽďĞƉĂŝĚďLJƚŚĞ hŶŝƚĞĚ^ƚĂƚĞƐ͘/ƚŚĂƐƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐĂǀĂŝůĂďůĞƚŽĂƐƐƵƌĞŽƉĞƌĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨŝƚĞŵƐĨƵŶĚĞĚ ƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŚŝĐŚŝƚǁŝůůŽǁŶŽƌĐŽŶƚƌŽů͘ ϰ͘ 'ŽŽĚdŝƚůĞ͘
Ă͘ /ƚ͕ĂƉƵďůŝĐĂŐĞŶĐLJŽƌƚŚĞ&ĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͕ŚŽůĚƐŐŽŽĚƚŝƚůĞ͕ƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞ^ĞĐƌĞƚĂƌLJ͕ƚŽ ƚŚĞůĂŶĚŝŶŐĂƌĞĂŽĨƚŚĞĂŝƌƉŽƌƚŽƌƐŝƚĞƚŚĞƌĞŽĨ͕ŽƌǁŝůůŐŝǀĞĂƐƐƵƌĂŶĐĞƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞ ^ĞĐƌĞƚĂƌLJƚŚĂƚŐŽŽĚƚŝƚůĞǁŝůůďĞĂĐƋƵŝƌĞĚ͘
ď͘ &ŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚƐƚŽďĞĐĂƌƌŝĞĚŽƵƚŽŶƚŚĞƉƌŽƉĞƌƚLJŽĨƚŚĞƐƉŽŶƐŽƌ͕ŝƚ ŚŽůĚƐŐŽŽĚƚŝƚůĞƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞ^ĞĐƌĞƚĂƌLJƚŽƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚLJƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂů ĨƵŶĚƐǁŝůůďĞĞdžƉĞŶĚĞĚŽƌǁŝůůŐŝǀĞĂƐƐƵƌĂŶĐĞƚŽƚŚĞ^ĞĐƌĞƚĂƌLJƚŚĂƚŐŽŽĚƚŝƚůĞǁŝůůďĞŽďƚĂŝŶĞĚ͘ ϱ͘ WƌĞƐĞƌǀŝŶŐZŝŐŚƚƐĂŶĚWŽǁĞƌƐ͘
Ă͘ /ƚǁŝůůŶŽƚƚĂŬĞŽƌƉĞƌŵŝƚĂŶLJĂĐƚŝŽŶǁŚŝĐŚǁŽƵůĚŽƉĞƌĂƚĞƚŽĚĞƉƌŝǀĞŝƚŽĨĂŶLJŽĨƚŚĞƌŝŐŚƚƐĂŶĚ ƉŽǁĞƌƐŶĞĐĞƐƐĂƌLJƚŽƉĞƌĨŽƌŵĂŶLJŽƌĂůůŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚƚŚĞǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕ĂŶĚǁŝůůĂĐƚƉƌŽŵƉƚůLJƚŽĂĐƋƵŝƌĞ͕ ĞdžƚŝŶŐƵŝƐŚŽƌŵŽĚŝĨLJĂŶLJŽƵƚƐƚĂŶĚŝŶŐƌŝŐŚƚƐŽƌĐůĂŝŵƐŽĨƌŝŐŚƚŽĨŽƚŚĞƌƐǁŚŝĐŚǁŽƵůĚŝŶƚĞƌĨĞƌĞ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϲŽĨϭϵ 
ǁŝƚŚƐƵĐŚƉĞƌĨŽƌŵĂŶĐĞďLJƚŚĞƐƉŽŶƐŽƌ͘dŚŝƐƐŚĂůůďĞĚŽŶĞŝŶĂŵĂŶŶĞƌĂĐĐĞƉƚĂďůĞƚŽƚŚĞ ^ĞĐƌĞƚĂƌLJ͘
ď͘ ^ƵďũĞĐƚƚŽƚŚĞ&ĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝƚǁŝůůŶŽƚƐĞůů͕ůĞĂƐĞ͕ ĞŶĐƵŵďĞƌ͕ŽƌŽƚŚĞƌǁŝƐĞƚƌĂŶƐĨĞƌŽƌĚŝƐƉŽƐĞŽĨĂŶLJƉĂƌƚŽĨŝƚƐƚŝƚůĞŽƌŽƚŚĞƌŝŶƚĞƌĞƐƚƐŝŶƚŚĞ ƉƌŽƉĞƌƚLJƐŚŽǁŶŽŶ
džŚŝďŝƚƚŽƚŚŝƐĂƉƉůŝĐĂƚŝŽŶŽƌ͕ĨŽƌĂŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ ƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚLJƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶĞdžƉĞŶĚĞĚ͕ĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨ ƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚĂƉƉƌŽǀĂůďLJƚŚĞ ^ĞĐƌĞƚĂƌLJ͘/ĨƚŚĞƚƌĂŶƐĨĞƌĞĞŝƐĨŽƵŶĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJƚŽďĞĞůŝŐŝďůĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐ ŽĚĞ͕ƚŽĂƐƐƵŵĞƚŚĞŽďůŝŐĂƚŝŽŶƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚƚŽŚĂǀĞƚŚĞƉŽǁĞƌ͕ĂƵƚŚŽƌŝƚLJ͕ĂŶĚ ĨŝŶĂŶĐŝĂůƌĞƐŽƵƌĐĞƐƚŽĐĂƌƌLJŽƵƚĂůůƐƵĐŚŽďůŝŐĂƚŝŽŶƐ͕ƚŚĞƐƉŽŶƐŽƌƐŚĂůůŝŶƐĞƌƚŝŶƚŚĞĐŽŶƚƌĂĐƚŽƌ ĚŽĐƵŵĞŶƚƚƌĂŶƐĨĞƌƌŝŶŐŽƌĚŝƐƉŽƐŝŶŐŽĨƚŚĞƐƉŽŶƐŽƌΖƐŝŶƚĞƌĞƐƚ͕ĂŶĚŵĂŬĞďŝŶĚŝŶŐƵƉŽŶƚŚĞ ƚƌĂŶƐĨĞƌĞĞĂůůŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ Đ͘ &ŽƌĂůůŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚƐǁŚŝĐŚĂƌĞƚŽďĞĐĂƌƌŝĞĚŽƵƚďLJĂŶŽƚŚĞƌƵŶŝƚŽĨůŽĐĂů ŐŽǀĞƌŶŵĞŶƚŽƌĂƌĞŽŶƉƌŽƉĞƌƚLJŽǁŶĞĚďLJĂƵŶŝƚŽĨůŽĐĂůŐŽǀĞƌŶŵĞŶƚŽƚŚĞƌƚŚĂŶƚŚĞƐƉŽŶƐŽƌ͕ŝƚ ǁŝůůĞŶƚĞƌŝŶƚŽĂŶĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĂƚŐŽǀĞƌŶŵĞŶƚ͘
džĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƐƉĞĐŝĨŝĞĚďLJƚŚĞ
^ĞĐƌĞƚĂƌLJ͕ƚŚĂƚĂŐƌĞĞŵĞŶƚƐŚĂůůŽďůŝŐĂƚĞƚŚĂƚŐŽǀĞƌŶŵĞŶƚƚŽƚŚĞƐĂŵĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚ ĂƐƐƵƌĂŶĐĞƐƚŚĂƚǁŽƵůĚďĞĂƉƉůŝĐĂďůĞƚŽŝƚŝĨŝƚĂƉƉůŝĞĚĚŝƌĞĐƚůLJƚŽƚŚĞ&ĨŽƌĂŐƌĂŶƚƚŽ ƵŶĚĞƌƚĂŬĞƚŚĞŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚ͘dŚĂƚĂŐƌĞĞŵĞŶƚĂŶĚĐŚĂŶŐĞƐƚŚĞƌĞƚŽŵƵƐƚ ďĞƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞ^ĞĐƌĞƚĂƌLJ͘/ƚǁŝůůƚĂŬĞƐƚĞƉƐƚŽĞŶĨŽƌĐĞƚŚŝƐĂŐƌĞĞŵĞŶƚĂŐĂŝŶƐƚƚŚĞůŽĐĂů ŐŽǀĞƌŶŵĞŶƚŝĨƚŚĞƌĞŝƐƐƵďƐƚĂŶƚŝĂůŶŽŶͲĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐŽĨƚŚĞĂŐƌĞĞŵĞŶƚ͘ Ě͘ &ŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚƐƚŽďĞĐĂƌƌŝĞĚŽƵƚŽŶƉƌŝǀĂƚĞůLJŽǁŶĞĚƉƌŽƉĞƌƚLJ͕ŝƚǁŝůů ĞŶƚĞƌŝŶƚŽĂŶĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĞŽǁŶĞƌŽĨƚŚĂƚƉƌŽƉĞƌƚLJǁŚŝĐŚŝŶĐůƵĚĞƐƉƌŽǀŝƐŝŽŶƐƐƉĞĐŝĨŝĞĚďLJ ƚŚĞ^ĞĐƌĞƚĂƌLJ͘/ƚǁŝůůƚĂŬĞƐƚĞƉƐƚŽĞŶĨŽƌĐĞƚŚŝƐĂŐƌĞĞŵĞŶƚĂŐĂŝŶƐƚƚŚĞƉƌŽƉĞƌƚLJŽǁŶĞƌ ǁŚĞŶĞǀĞƌƚŚĞƌĞŝƐƐƵďƐƚĂŶƚŝĂůŶŽŶͲĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐŽĨƚŚĞĂŐƌĞĞŵĞŶƚ͘ Ğ͘ /ĨƚŚĞƐƉŽŶƐŽƌŝƐĂƉƌŝǀĂƚĞƐƉŽŶƐŽƌ͕ŝƚǁŝůůƚĂŬĞƐƚĞƉƐƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞ^ĞĐƌĞƚĂƌLJƚŽĞŶƐƵƌĞƚŚĂƚ ƚŚĞĂŝƌƉŽƌƚǁŝůůĐŽŶƚŝŶƵĞƚŽĨƵŶĐƚŝŽŶĂƐĂƉƵďůŝĐͲƵƐĞĂŝƌƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ ĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ͘
Ĩ͘ /ĨĂŶĂƌƌĂŶŐĞŵĞŶƚŝƐŵĂĚĞĨŽƌŵĂŶĂŐĞŵĞŶƚĂŶĚŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚďLJĂŶLJĂŐĞŶĐLJŽƌ ƉĞƌƐŽŶŽƚŚĞƌƚŚĂŶƚŚĞƐƉŽŶƐŽƌŽƌĂŶĞŵƉůŽLJĞĞŽĨƚŚĞƐƉŽŶƐŽƌ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůƌĞƐĞƌǀĞ ƐƵĨĨŝĐŝĞŶƚƌŝŐŚƚƐĂŶĚĂƵƚŚŽƌŝƚLJƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞĂŝƌƉŽƌƚǁŝůůďĞŽƉĞƌĂƚĞĚĂŶĚŵĂŝŶƚĂŝŶĞĚŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐĂŶĚƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐĂŶĚ ĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚƐŚĂůůĞŶƐƵƌĞƚŚĂƚƐƵĐŚĂƌƌĂŶŐĞŵĞŶƚĂůƐŽƌĞƋƵŝƌĞƐ ĐŽŵƉůŝĂŶĐĞƚŚĞƌĞǁŝƚŚ͘
Ő͘ ^ƉŽŶƐŽƌƐŽĨĐŽŵŵĞƌĐŝĂůƐĞƌǀŝĐĞĂŝƌƉŽƌƚƐǁŝůůŶŽƚƉĞƌŵŝƚŽƌĞŶƚĞƌŝŶƚŽĂŶLJĂƌƌĂŶŐĞŵĞŶƚƚŚĂƚ ƌĞƐƵůƚƐŝŶƉĞƌŵŝƐƐŝŽŶĨŽƌƚŚĞŽǁŶĞƌŽƌƚĞŶĂŶƚŽĨĂƉƌŽƉĞƌƚLJƵƐĞĚĂƐĂƌĞƐŝĚĞŶĐĞ͕ŽƌnjŽŶĞĚĨŽƌ ƌĞƐŝĚĞŶƚŝĂůƵƐĞ͕ƚŽƚĂdžŝĂŶĂŝƌĐƌĂĨƚďĞƚǁĞĞŶƚŚĂƚƉƌŽƉĞƌƚLJĂŶĚĂŶLJůŽĐĂƚŝŽŶŽŶĂŝƌƉŽƌƚ͘^ƉŽŶƐŽƌƐ ŽĨŐĞŶĞƌĂůĂǀŝĂƚŝŽŶĂŝƌƉŽƌƚƐĞŶƚĞƌŝŶŐŝŶƚŽĂŶLJĂƌƌĂŶŐĞŵĞŶƚƚŚĂƚƌĞƐƵůƚƐŝŶƉĞƌŵŝƐƐŝŽŶĨŽƌƚŚĞ ŽǁŶĞƌŽĨƌĞƐŝĚĞŶƚŝĂůƌĞĂůƉƌŽƉĞƌƚLJĂĚũĂĐĞŶƚƚŽŽƌŶĞĂƌƚŚĞĂŝƌƉŽƌƚŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨ^ĞĐ͘ϭϯϲŽĨWƵďůŝĐ>ĂǁϭϭϮͲϵϱĂŶĚƚŚĞƐƉŽŶƐŽƌĂƐƐƵƌĂŶĐĞƐ͘ ϲ͘ ŽŶƐŝƐƚĞŶĐLJǁŝƚŚ>ŽĐĂůWůĂŶƐ͘
dŚĞƉƌŽũĞĐƚŝƐƌĞĂƐŽŶĂďůLJĐŽŶƐŝƐƚĞŶƚǁŝƚŚƉůĂŶƐ;ĞdžŝƐƚŝŶŐĂƚƚŚĞƚŝŵĞŽĨƐƵďŵŝƐƐŝŽŶŽĨƚŚŝƐ ĂƉƉůŝĐĂƚŝŽŶͿŽĨƉƵďůŝĐĂŐĞŶĐŝĞƐƚŚĂƚĂƌĞĂƵƚŚŽƌŝnjĞĚďLJƚŚĞ^ƚĂƚĞŝŶǁŚŝĐŚƚŚĞƉƌŽũĞĐƚŝƐůŽĐĂƚĞĚƚŽ ƉůĂŶĨŽƌƚŚĞĚĞǀĞůŽƉŵĞŶƚŽĨƚŚĞĂƌĞĂƐƵƌƌŽƵŶĚŝŶŐƚŚĞĂŝƌƉŽƌƚ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϳŽĨϭϵ 
ϳ͘ ŽŶƐŝĚĞƌĂƚŝŽŶŽĨ>ŽĐĂů/ŶƚĞƌĞƐƚ͘
/ƚŚĂƐŐŝǀĞŶĨĂŝƌĐŽŶƐŝĚĞƌĂƚŝŽŶƚŽƚŚĞŝŶƚĞƌĞƐƚŽĨĐŽŵŵƵŶŝƚŝĞƐŝŶŽƌŶĞĂƌǁŚĞƌĞƚŚĞƉƌŽũĞĐƚŵĂLJďĞ ůŽĐĂƚĞĚ͘
ϴ͘ ŽŶƐƵůƚĂƚŝŽŶǁŝƚŚhƐĞƌƐ͘
/ŶŵĂŬŝŶŐĂĚĞĐŝƐŝŽŶƚŽƵŶĚĞƌƚĂŬĞĂŶLJĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐ ŽĚĞ͕ŝƚŚĂƐƵŶĚĞƌƚĂŬĞŶƌĞĂƐŽŶĂďůĞĐŽŶƐƵůƚĂƚŝŽŶƐǁŝƚŚĂĨĨĞĐƚĞĚƉĂƌƚŝĞƐƵƐŝŶŐƚŚĞĂŝƌƉŽƌƚĂƚǁŚŝĐŚ ƉƌŽũĞĐƚŝƐƉƌŽƉŽƐĞĚ͘
ϵ͘ WƵďůŝĐ,ĞĂƌŝŶŐƐ͘
/ŶƉƌŽũĞĐƚƐŝŶǀŽůǀŝŶŐƚŚĞůŽĐĂƚŝŽŶŽĨĂŶĂŝƌƉŽƌƚ͕ĂŶĂŝƌƉŽƌƚƌƵŶǁĂLJ͕ŽƌĂŵĂũŽƌƌƵŶǁĂLJĞdžƚĞŶƐŝŽŶ͕ŝƚ ŚĂƐĂĨĨŽƌĚĞĚƚŚĞŽƉƉŽƌƚƵŶŝƚLJĨŽƌƉƵďůŝĐŚĞĂƌŝŶŐƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĐŽŶƐŝĚĞƌŝŶŐƚŚĞĞĐŽŶŽŵŝĐ͕ ƐŽĐŝĂů͕ĂŶĚĞŶǀŝƌŽŶŵĞŶƚĂůĞĨĨĞĐƚƐŽĨƚŚĞĂŝƌƉŽƌƚŽƌƌƵŶǁĂLJůŽĐĂƚŝŽŶĂŶĚŝƚƐĐŽŶƐŝƐƚĞŶĐLJǁŝƚŚŐŽĂůƐ ĂŶĚŽďũĞĐƚŝǀĞƐŽĨƐƵĐŚƉůĂŶŶŝŶŐĂƐŚĂƐďĞĞŶĐĂƌƌŝĞĚŽƵƚďLJƚŚĞĐŽŵŵƵŶŝƚLJĂŶĚŝƚƐŚĂůů͕ǁŚĞŶ ƌĞƋƵĞƐƚĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͕ƐƵďŵŝƚĂĐŽƉLJŽĨƚŚĞƚƌĂŶƐĐƌŝƉƚŽĨƐƵĐŚŚĞĂƌŝŶŐƐƚŽƚŚĞ^ĞĐƌĞƚĂƌLJ͘ &ƵƌƚŚĞƌ͕ĨŽƌƐƵĐŚƉƌŽũĞĐƚƐ͕ŝƚŚĂƐŽŶŝƚƐŵĂŶĂŐĞŵĞŶƚďŽĂƌĚĞŝƚŚĞƌǀŽƚŝŶŐƌĞƉƌĞƐĞŶƚĂƚŝŽŶĨƌŽŵƚŚĞ ĐŽŵŵƵŶŝƚŝĞƐǁŚĞƌĞƚŚĞƉƌŽũĞĐƚŝƐůŽĐĂƚĞĚŽƌŚĂƐĂĚǀŝƐĞĚƚŚĞĐŽŵŵƵŶŝƚŝĞƐƚŚĂƚƚŚĞLJŚĂǀĞƚŚĞƌŝŐŚƚ ƚŽƉĞƚŝƚŝŽŶƚŚĞ^ĞĐƌĞƚĂƌLJĐŽŶĐĞƌŶŝŶŐĂƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͘ ϭϬ͘ DĞƚƌŽƉŽůŝƚĂŶWůĂŶŶŝŶŐKƌŐĂŶŝnjĂƚŝŽŶ͘
/ŶƉƌŽũĞĐƚƐŝŶǀŽůǀŝŶŐƚŚĞůŽĐĂƚŝŽŶŽĨĂŶĂŝƌƉŽƌƚ͕ĂŶĂŝƌƉŽƌƚƌƵŶǁĂLJ͕ŽƌĂŵĂũŽƌƌƵŶǁĂLJĞdžƚĞŶƐŝŽŶĂƚĂ ŵĞĚŝƵŵŽƌůĂƌŐĞŚƵďĂŝƌƉŽƌƚ͕ƚŚĞƐƉŽŶƐŽƌŚĂƐŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶĚŚĂƐƉƌŽǀŝĚĞĚƵƉŽŶƌĞƋƵĞƐƚƚŽ ƚŚĞŵĞƚƌŽƉŽůŝƚĂŶƉůĂŶŶŝŶŐŽƌŐĂŶŝnjĂƚŝŽŶŝŶƚŚĞĂƌĞĂŝŶǁŚŝĐŚƚŚĞĂŝƌƉŽƌƚŝƐůŽĐĂƚĞĚ͕ŝĨĂŶLJ͕ĂĐŽƉLJŽĨ ƚŚĞƉƌŽƉŽƐĞĚĂŵĞŶĚŵĞŶƚƚŽƚŚĞĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶƚŽĚĞƉŝĐƚƚŚĞƉƌŽũĞĐƚĂŶĚĂĐŽƉLJŽĨĂŶLJĂŝƌƉŽƌƚ ŵĂƐƚĞƌƉůĂŶŝŶǁŚŝĐŚƚŚĞƉƌŽũĞĐƚŝƐĚĞƐĐƌŝďĞĚŽƌĚĞƉŝĐƚĞĚ͘ ϭϭ͘ WĂǀĞŵĞŶƚWƌĞǀĞŶƚŝǀĞDĂŝŶƚĞŶĂŶĐĞͲDĂŶĂŐĞŵĞŶƚ͘
tŝƚŚƌĞƐƉĞĐƚƚŽĂƉƌŽũĞĐƚĂƉƉƌŽǀĞĚĂĨƚĞƌ:ĂŶƵĂƌLJϭ͕ϭϵϵϱ͕ĨŽƌƚŚĞƌĞƉůĂĐĞŵĞŶƚŽƌƌĞĐŽŶƐƚƌƵĐƚŝŽŶŽĨ ƉĂǀĞŵĞŶƚĂƚƚŚĞĂŝƌƉŽƌƚ͕ŝƚĂƐƐƵƌĞƐŽƌĐĞƌƚŝĨŝĞƐƚŚĂƚŝƚŚĂƐŝŵƉůĞŵĞŶƚĞĚĂŶĞĨĨĞĐƚŝǀĞĂŝƌƉŽƌƚ ƉĂǀĞŵĞŶƚŵĂŝŶƚĞŶĂŶĐĞͲŵĂŶĂŐĞŵĞŶƚƉƌŽŐƌĂŵĂŶĚŝƚĂƐƐƵƌĞƐƚŚĂƚŝƚǁŝůůƵƐĞƐƵĐŚƉƌŽŐƌĂŵĨŽƌƚŚĞ ƵƐĞĨƵůůŝĨĞŽĨĂŶLJƉĂǀĞŵĞŶƚĐŽŶƐƚƌƵĐƚĞĚ͕ƌĞĐŽŶƐƚƌƵĐƚĞĚŽƌƌĞƉĂŝƌĞĚǁŝƚŚ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞ ĂƚƚŚĞĂŝƌƉŽƌƚ͘/ƚǁŝůůƉƌŽǀŝĚĞƐƵĐŚƌĞƉŽƌƚƐŽŶƉĂǀĞŵĞŶƚĐŽŶĚŝƚŝŽŶĂŶĚƉĂǀĞŵĞŶƚŵĂŶĂŐĞŵĞŶƚ ƉƌŽŐƌĂŵƐĂƐƚŚĞ^ĞĐƌĞƚĂƌLJĚĞƚĞƌŵŝŶĞƐŵĂLJďĞƵƐĞĨƵů͘
ϭϮ͘ dĞƌŵŝŶĂůĞǀĞůŽƉŵĞŶƚWƌĞƌĞƋƵŝƐŝƚĞƐ͘
&ŽƌƉƌŽũĞĐƚƐǁŚŝĐŚŝŶĐůƵĚĞƚĞƌŵŝŶĂůĚĞǀĞůŽƉŵĞŶƚĂƚĂƉƵďůŝĐƵƐĞĂŝƌƉŽƌƚ͕ĂƐĚĞĨŝŶĞĚŝŶdŝƚůĞϰϵ͕ŝƚ ŚĂƐ͕ŽŶƚŚĞĚĂƚĞŽĨƐƵďŵŝƚƚĂůŽĨƚŚĞƉƌŽũĞĐƚŐƌĂŶƚĂƉƉůŝĐĂƚŝŽŶ͕ĂůůƚŚĞƐĂĨĞƚLJĞƋƵŝƉŵĞŶƚƌĞƋƵŝƌĞĚĨŽƌ ĐĞƌƚŝĨŝĐĂƚŝŽŶŽĨƐƵĐŚĂŝƌƉŽƌƚƵŶĚĞƌϰϵh͘^͘͘ΑϰϰϳϬϲ͕ĂŶĚĂůůƚŚĞƐĞĐƵƌŝƚLJĞƋƵŝƉŵĞŶƚƌĞƋƵŝƌĞĚďLJƌƵůĞ ŽƌƌĞŐƵůĂƚŝŽŶ͕ĂŶĚŚĂƐƉƌŽǀŝĚĞĚĨŽƌĂĐĐĞƐƐƚŽƚŚĞƉĂƐƐĞŶŐĞƌĞŶƉůĂŶŝŶŐĂŶĚĚĞƉůĂŶŝŶŐĂƌĞĂŽĨƐƵĐŚ ĂŝƌƉŽƌƚƚŽƉĂƐƐĞŶŐĞƌƐĞŶƉůĂŶŝŶŐĂŶĚĚĞƉůĂŶŝŶŐĨƌŽŵĂŝƌĐƌĂĨƚŽƚŚĞƌƚŚĂŶĂŝƌĐĂƌƌŝĞƌĂŝƌĐƌĂĨƚ͘ ϭϯ͘ ĐĐŽƵŶƚŝŶŐ^LJƐƚĞŵ͕ƵĚŝƚ͕ĂŶĚZĞĐŽƌĚ<ĞĞƉŝŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ Ă͘ /ƚƐŚĂůůŬĞĞƉĂůůƉƌŽũĞĐƚĂĐĐŽƵŶƚƐĂŶĚƌĞĐŽƌĚƐǁŚŝĐŚĨƵůůLJĚŝƐĐůŽƐĞƚŚĞĂŵŽƵŶƚĂŶĚĚŝƐƉŽƐŝƚŝŽŶďLJ ƚŚĞƌĞĐŝƉŝĞŶƚŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨƚŚŝƐ'ƌĂŶƚ͕ƚŚĞƚŽƚĂůĐŽƐƚŽĨƚŚĞƉƌŽũĞĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚ ǁŚŝĐŚƚŚŝƐ'ƌĂŶƚŝƐŐŝǀĞŶŽƌƵƐĞĚ͕ĂŶĚƚŚĞĂŵŽƵŶƚŽƌŶĂƚƵƌĞŽĨƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞĐŽƐƚŽĨƚŚĞ ƉƌŽũĞĐƚƐƵƉƉůŝĞĚďLJŽƚŚĞƌƐŽƵƌĐĞƐ͕ĂŶĚƐƵĐŚŽƚŚĞƌĨŝŶĂŶĐŝĂůƌĞĐŽƌĚƐƉĞƌƚŝŶĞŶƚƚŽƚŚĞƉƌŽũĞĐƚ͘dŚĞ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϴŽĨϭϵ 
ĂĐĐŽƵŶƚƐĂŶĚƌĞĐŽƌĚƐƐŚĂůůďĞŬĞƉƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĂŶĂĐĐŽƵŶƚŝŶŐƐLJƐƚĞŵƚŚĂƚǁŝůůĨĂĐŝůŝƚĂƚĞ ĂŶĞĨĨĞĐƚŝǀĞĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰ͘ ď͘ /ƚƐŚĂůůŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĚƚŚĞŽŵƉƚƌŽůůĞƌ'ĞŶĞƌĂůŽĨƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͕Žƌ ĂŶLJŽĨƚŚĞŝƌĚƵůLJĂƵƚŚŽƌŝnjĞĚƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĂƵĚŝƚĂŶĚĞdžĂŵŝŶĂƚŝŽŶ͕ĂŶLJ ŬƐ͕ĚŽĐƵŵĞŶƚƐ͕ƉĂƉĞƌƐ͕ĂŶĚƌĞĐŽƌĚƐŽĨƚŚĞƌĞĐŝƉŝĞŶƚƚŚĂƚĂƌĞƉĞƌƚŝŶĞŶƚƚŽƚŚŝƐ'ƌĂŶƚ͘dŚĞ ^ĞĐƌĞƚĂƌLJŵĂLJƌĞƋƵŝƌĞƚŚĂƚĂŶĂƉƉƌŽƉƌŝĂƚĞĂƵĚŝƚďĞĐŽŶĚƵĐƚĞĚďLJĂƌĞĐŝƉŝĞŶƚ͘/ŶĂŶLJĐĂƐĞŝŶ ǁŚŝĐŚĂŶŝŶĚĞƉĞŶĚĞŶƚĂƵĚŝƚŝƐŵĂĚĞŽĨƚŚĞĂĐĐŽƵŶƚƐŽĨĂƐƉŽŶƐŽƌƌĞůĂƚŝŶŐƚŽƚŚĞĚŝƐƉŽƐŝƚŝŽŶŽĨ ƚŚĞƉƌŽĐĞĞĚƐŽĨĂŐƌĂŶƚŽƌƌĞůĂƚŝŶŐƚŽƚŚĞƉƌŽũĞĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚǁŚŝĐŚƚŚŝƐ'ƌĂŶƚǁĂƐŐŝǀĞŶ ŽƌƵƐĞĚ͕ŝƚƐŚĂůůĨŝůĞĂĐĞƌƚŝĨŝĞĚĐŽƉLJŽĨƐƵĐŚĂƵĚŝƚǁŝƚŚƚŚĞŽŵƉƚƌŽůůĞƌ'ĞŶĞƌĂůŽĨƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐŶŽƚůĂƚĞƌƚŚĂŶƐŝdž;ϲͿŵŽŶƚŚƐĨŽůůŽǁŝŶŐƚŚĞĐůŽƐĞŽĨƚŚĞĨŝƐĐĂůLJĞĂƌĨŽƌǁŚŝĐŚƚŚĞĂƵĚŝƚǁĂƐ ŵĂĚĞ͘
ϭϰ͘ DŝŶŝŵƵŵtĂŐĞZĂƚĞƐ͘
/ƚƐŚĂůůŝŶĐůƵĚĞ͕ŝŶĂůůĐŽŶƚƌĂĐƚƐŝŶĞdžĐĞƐƐŽĨΨϮ͕ϬϬϬĨŽƌǁŽƌŬŽŶĂŶLJƉƌŽũĞĐƚƐĨƵŶĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚǁŚŝĐŚŝŶǀŽůǀĞůĂďŽƌ͕ƉƌŽǀŝƐŝŽŶƐĞƐƚĂďůŝƐŚŝŶŐŵŝŶŝŵƵŵƌĂƚĞƐŽĨǁĂŐĞƐ͕ƚŽďĞ ƉƌĞĚĞƚĞƌŵŝŶĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJŽĨ>ĂďŽƌƵŶĚĞƌϰϬh͘^͘͘ΑΑϯϭϰϭͲϯϭϰϰ͕ϯϭϰϲ͕ĂŶĚϯϭϰϳ͕WƵďůŝĐ ƵŝůĚŝŶŐ͕WƌŽƉĞƌƚLJ͕ĂŶĚtŽƌŬƐͿ͕ǁŚŝĐŚĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůƉĂLJƚŽƐŬŝůůĞĚĂŶĚƵŶƐŬŝůůĞĚůĂďŽƌ͕ĂŶĚƐƵĐŚ ŵŝŶŝŵƵŵƌĂƚĞƐƐŚĂůůďĞƐƚĂƚĞĚŝŶƚŚĞŝŶǀŝƚĂƚŝŽŶĨŽƌďŝĚƐĂŶĚƐŚĂůůďĞŝŶĐůƵĚĞĚŝŶƉƌŽƉŽƐĂůƐŽƌďŝĚƐĨŽƌ ƚŚĞǁŽƌŬ͘
ϭϱ͘ sĞƚĞƌĂŶΖƐWƌĞĨĞƌĞŶĐĞ͘
/ƚƐŚĂůůŝŶĐůƵĚĞŝŶĂůůĐŽŶƚƌĂĐƚƐĨŽƌǁŽƌŬŽŶĂŶLJƉƌŽũĞĐƚĨƵŶĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŚŝĐŚ ŝŶǀŽůǀĞůĂďŽƌ͕ƐƵĐŚƉƌŽǀŝƐŝŽŶƐĂƐĂƌĞŶĞĐĞƐƐĂƌLJƚŽŝŶƐƵƌĞƚŚĂƚ͕ŝŶƚŚĞĞŵƉůŽLJŵĞŶƚŽĨůĂďŽƌ;ĞdžĐĞƉƚŝŶ ĞdžĞĐƵƚŝǀĞ͕ĂĚŵŝŶŝƐƚƌĂƚŝǀĞ͕ĂŶĚƐƵƉĞƌǀŝƐŽƌLJƉŽƐŝƚŝŽŶƐͿ͕ƉƌĞĨĞƌĞŶĐĞƐŚĂůůďĞŐŝǀĞŶƚŽsŝĞƚŶĂŵĞƌĂ ǀĞƚĞƌĂŶƐ͕WĞƌƐŝĂŶ'ƵůĨǀĞƚĞƌĂŶƐ͕ĨŐŚĂŶŝƐƚĂŶͲ/ƌĂƋǁĂƌǀĞƚĞƌĂŶƐ͕ĚŝƐĂďůĞĚǀĞƚĞƌĂŶƐ͕ĂŶĚƐŵĂůů ďƵƐŝŶĞƐƐĐŽŶĐĞƌŶƐŽǁŶĞĚĂŶĚĐŽŶƚƌŽůůĞĚďLJĚŝƐĂďůĞĚǀĞƚĞƌĂŶƐĂƐĚĞĨŝŶĞĚŝŶϰϵh͘^͘͘ΑϰϳϭϭϮ͘ ,ŽǁĞǀĞƌ͕ƚŚŝƐƉƌĞĨĞƌĞŶĐĞƐŚĂůůĂƉƉůLJŽŶůLJǁŚĞƌĞƚŚĞŝŶĚŝǀŝĚƵĂůƐĂƌĞĂǀĂŝůĂďůĞĂŶĚƋƵĂůŝĨŝĞĚƚŽ ƉĞƌĨŽƌŵƚŚĞǁŽƌŬƚŽǁŚŝĐŚƚŚĞĞŵƉůŽLJŵĞŶƚƌĞůĂƚĞƐ͘
ϭϲ͘ ŽŶĨŽƌŵŝƚLJƚŽWůĂŶƐĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
/ƚǁŝůůĞdžĞĐƵƚĞƚŚĞƉƌŽũĞĐƚƐƵďũĞĐƚƚŽƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐĂƉƉƌŽǀĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͘ ^ƵĐŚƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐƐŚĂůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞ^ĞĐƌĞƚĂƌLJƉƌŝŽƌƚŽ ĐŽŵŵĞŶĐĞŵĞŶƚŽĨƐŝƚĞƉƌĞƉĂƌĂƚŝŽŶ͕ĐŽŶƐƚƌƵĐƚŝŽŶ͕ŽƌŽƚŚĞƌƉĞƌĨŽƌŵĂŶĐĞƵŶĚĞƌƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚ͕ĂŶĚ͕ƵƉŽŶĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕ƐŚĂůůďĞŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ ŶLJŵŽĚŝĨŝĐĂƚŝŽŶƚŽƚŚĞĂƉƉƌŽǀĞĚƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐƐŚĂůůĂůƐŽďĞƐƵďũĞĐƚƚŽ ĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕ĂŶĚŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ ϭϳ͘ ŽŶƐƚƌƵĐƚŝŽŶ/ŶƐƉĞĐƚŝŽŶĂŶĚƉƉƌŽǀĂů͘
/ƚǁŝůůƉƌŽǀŝĚĞĂŶĚŵĂŝŶƚĂŝŶĐŽŵƉĞƚĞŶƚƚĞĐŚŶŝĐĂůƐƵƉĞƌǀŝƐŝŽŶĂƚƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞƚŚƌŽƵŐŚŽƵƚƚŚĞ ƉƌŽũĞĐƚƚŽĂƐƐƵƌĞƚŚĂƚƚŚĞǁŽƌŬĐŽŶĨŽƌŵƐƚŽƚŚĞƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐĂƉƉƌŽǀĞĚďLJ ƚŚĞ^ĞĐƌĞƚĂƌLJĨŽƌƚŚĞƉƌŽũĞĐƚ͘/ƚƐŚĂůůƐƵďũĞĐƚƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶǁŽƌŬŽŶĂŶLJƉƌŽũĞĐƚĐŽŶƚĂŝŶĞĚŝŶĂŶ ĂƉƉƌŽǀĞĚƉƌŽũĞĐƚĂƉƉůŝĐĂƚŝŽŶƚŽŝŶƐƉĞĐƚŝŽŶĂŶĚĂƉƉƌŽǀĂůďLJƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĚƐƵĐŚǁŽƌŬƐŚĂůůďĞŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƌĞŐƵůĂƚŝŽŶƐĂŶĚƉƌŽĐĞĚƵƌĞƐƉƌĞƐĐƌŝďĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͘^ƵĐŚƌĞŐƵůĂƚŝŽŶƐĂŶĚ ƉƌŽĐĞĚƵƌĞƐƐŚĂůůƌĞƋƵŝƌĞƐƵĐŚĐŽƐƚĂŶĚƉƌŽŐƌĞƐƐƌĞƉŽƌƚŝŶŐďLJƚŚĞƐƉŽŶƐŽƌŽƌƐƉŽŶƐŽƌƐŽĨƐƵĐŚ ƉƌŽũĞĐƚĂƐƚŚĞ^ĞĐƌĞƚĂƌLJƐŚĂůůĚĞĞŵŶĞĐĞƐƐĂƌLJ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϵŽĨϭϵ 
ϭϴ͘ WůĂŶŶŝŶŐWƌŽũĞĐƚƐ͘
/ŶĐĂƌƌLJŝŶŐŽƵƚƉůĂŶŶŝŶŐƉƌŽũĞĐƚƐ͗
Ă͘ /ƚǁŝůůĞdžĞĐƵƚĞƚŚĞƉƌŽũĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞĂƉƉƌŽǀĞĚƉƌŽŐƌĂŵŶĂƌƌĂƚŝǀĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞ ƉƌŽũĞĐƚĂƉƉůŝĐĂƚŝŽŶŽƌǁŝƚŚƚŚĞŵŽĚŝĨŝĐĂƚŝŽŶƐƐŝŵŝůĂƌůLJĂƉƉƌŽǀĞĚ͘ ď͘ /ƚǁŝůůĨƵƌŶŝƐŚƚŚĞ^ĞĐƌĞƚĂƌLJǁŝƚŚƐƵĐŚƉĞƌŝŽĚŝĐƌĞƉŽƌƚƐĂƐƌĞƋƵŝƌĞĚƉĞƌƚĂŝŶŝŶŐƚŽƚŚĞƉůĂŶŶŝŶŐ ƉƌŽũĞĐƚĂŶĚƉůĂŶŶŝŶŐǁŽƌŬĂĐƚŝǀŝƚŝĞƐ͘
Đ͘ /ƚǁŝůůŝŶĐůƵĚĞŝŶĂůůƉƵďůŝƐŚĞĚŵĂƚĞƌŝĂůƉƌĞƉĂƌĞĚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞƉůĂŶŶŝŶŐƉƌŽũĞĐƚĂ ŶŽƚŝĐĞƚŚĂƚƚŚĞŵĂƚĞƌŝĂůǁĂƐƉƌĞƉĂƌĞĚƵŶĚĞƌĂŐƌĂŶƚƉƌŽǀŝĚĞĚďLJƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͘ Ě͘ /ƚǁŝůůŵĂŬĞƐƵĐŚŵĂƚĞƌŝĂůĂǀĂŝůĂďůĞĨŽƌĞdžĂŵŝŶĂƚŝŽŶďLJƚŚĞƉƵďůŝĐ͕ĂŶĚĂŐƌĞĞƐƚŚĂƚŶŽŵĂƚĞƌŝĂů ƉƌĞƉĂƌĞĚǁŝƚŚĨƵŶĚƐƵŶĚĞƌƚŚŝƐƉƌŽũĞĐƚƐŚĂůůďĞƐƵďũĞĐƚƚŽĐŽƉLJƌŝŐŚƚŝŶƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŽƌĂŶLJ ŽƚŚĞƌĐŽƵŶƚƌLJ͘
Ğ͘ /ƚǁŝůůŐŝǀĞƚŚĞ^ĞĐƌĞƚĂƌLJƵŶƌĞƐƚƌŝĐƚĞĚĂƵƚŚŽƌŝƚLJƚŽƉƵďůŝƐŚ͕ĚŝƐĐůŽƐĞ͕ĚŝƐƚƌŝďƵƚĞ͕ĂŶĚŽƚŚĞƌǁŝƐĞ ƵƐĞĂŶLJŽĨƚŚĞŵĂƚĞƌŝĂůƉƌĞƉĂƌĞĚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚŝƐŐƌĂŶƚ͘ Ĩ͘ /ƚǁŝůůŐƌĂŶƚƚŚĞ^ĞĐƌĞƚĂƌLJƚŚĞƌŝŐŚƚƚŽĚŝƐĂƉƉƌŽǀĞƚŚĞƐƉŽŶƐŽƌΖƐĞŵƉůŽLJŵĞŶƚŽĨƐƉĞĐŝĨŝĐ ĐŽŶƐƵůƚĂŶƚƐĂŶĚƚŚĞŝƌƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĚŽĂůůŽƌĂŶLJƉĂƌƚŽĨƚŚŝƐƉƌŽũĞĐƚĂƐǁĞůůĂƐƚŚĞƌŝŐŚƚƚŽ ĚŝƐĂƉƉƌŽǀĞƚŚĞƉƌŽƉŽƐĞĚƐĐŽƉĞĂŶĚĐŽƐƚŽĨƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐ͘ Ő͘ /ƚǁŝůůŐƌĂŶƚƚŚĞ^ĞĐƌĞƚĂƌLJƚŚĞƌŝŐŚƚƚŽĚŝƐĂƉƉƌŽǀĞƚŚĞƵƐĞŽĨƚŚĞƐƉŽŶƐŽƌΖƐĞŵƉůŽLJĞĞƐƚŽĚŽĂůů ŽƌĂŶLJƉĂƌƚŽĨƚŚĞƉƌŽũĞĐƚ͘
Ś͘ /ƚƵŶĚĞƌƐƚĂŶĚƐĂŶĚĂŐƌĞĞƐƚŚĂƚƚŚĞ^ĞĐƌĞƚĂƌLJΖƐĂƉƉƌŽǀĂůŽĨƚŚŝƐƉƌŽũĞĐƚŐƌĂŶƚŽƌƚŚĞ^ĞĐƌĞƚĂƌLJΖƐ ĂƉƉƌŽǀĂůŽĨĂŶLJƉůĂŶŶŝŶŐŵĂƚĞƌŝĂůĚĞǀĞůŽƉĞĚĂƐƉĂƌƚŽĨƚŚŝƐŐƌĂŶƚĚŽĞƐŶŽƚĐŽŶƐƚŝƚƵƚĞŽƌŝŵƉůLJ ĂŶLJĂƐƐƵƌĂŶĐĞŽƌĐŽŵŵŝƚŵĞŶƚŽŶƚŚĞƉĂƌƚŽĨƚŚĞ^ĞĐƌĞƚĂƌLJƚŽĂƉƉƌŽǀĞĂŶLJƉĞŶĚŝŶŐŽƌĨƵƚƵƌĞ ĂƉƉůŝĐĂƚŝŽŶĨŽƌĂ&ĞĚĞƌĂůĂŝƌƉŽƌƚŐƌĂŶƚ͘
ϭϵ͘ KƉĞƌĂƚŝŽŶĂŶĚDĂŝŶƚĞŶĂŶĐĞ͘
Ă͘ dŚĞĂŝƌƉŽƌƚĂŶĚĂůůĨĂĐŝůŝƚŝĞƐǁŚŝĐŚĂƌĞŶĞĐĞƐƐĂƌLJƚŽƐĞƌǀĞƚŚĞĂĞƌŽŶĂƵƚŝĐĂůƵƐĞƌƐŽĨƚŚĞĂŝƌƉŽƌƚ͕ ŽƚŚĞƌƚŚĂŶĨĂĐŝůŝƚŝĞƐŽǁŶĞĚŽƌĐŽŶƚƌŽůůĞĚďLJƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͕ƐŚĂůůďĞŽƉĞƌĂƚĞĚĂƚĂůůƚŝŵĞƐŝŶĂ ƐĂĨĞĂŶĚƐĞƌǀŝĐĞĂďůĞĐŽŶĚŝƚŝŽŶĂŶĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŵŝŶŝŵƵŵƐƚĂŶĚĂƌĚƐĂƐŵĂLJďĞ ƌĞƋƵŝƌĞĚŽƌƉƌĞƐĐƌŝďĞĚďLJĂƉƉůŝĐĂďůĞ&ĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůĂŐĞŶĐŝĞƐĨŽƌŵĂŝŶƚĞŶĂŶĐĞĂŶĚ ŽƉĞƌĂƚŝŽŶ͘/ƚǁŝůůŶŽƚĐĂƵƐĞŽƌƉĞƌŵŝƚĂŶLJĂĐƚŝǀŝƚLJŽƌĂĐƚŝŽŶƚŚĞƌĞŽŶǁŚŝĐŚǁŽƵůĚŝŶƚĞƌĨĞƌĞǁŝƚŚ ŝƚƐƵƐĞĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐ͘/ƚǁŝůůƐƵŝƚĂďůLJŽƉĞƌĂƚĞĂŶĚŵĂŝŶƚĂŝŶƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůĨĂĐŝůŝƚŝĞƐ ƚŚĞƌĞŽŶŽƌĐŽŶŶĞĐƚĞĚƚŚĞƌĞǁŝƚŚ͕ǁŝƚŚĚƵĞƌĞŐĂƌĚƚŽĐůŝŵĂƚŝĐĂŶĚĨůŽŽĚĐŽŶĚŝƚŝŽŶƐ͘ŶLJƉƌŽƉŽƐĂů ƚŽƚĞŵƉŽƌĂƌŝůLJĐůŽƐĞƚŚĞĂŝƌƉŽƌƚĨŽƌŶŽŶͲĂĞƌŽŶĂƵƚŝĐĂůƉƵƌƉŽƐĞƐŵƵƐƚĨŝƌƐƚďĞĂƉƉƌŽǀĞĚďLJƚŚĞ ^ĞĐƌĞƚĂƌLJ͘/ŶĨƵƌƚŚĞƌĂŶĐĞŽĨƚŚŝƐĂƐƐƵƌĂŶĐĞ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůŚĂǀĞŝŶĞĨĨĞĐƚĂƌƌĂŶŐĞŵĞŶƚƐĨŽƌ͗ ϭ͘ KƉĞƌĂƚŝŶŐƚŚĞĂŝƌƉŽƌƚΖƐĂĞƌŽŶĂƵƚŝĐĂůĨĂĐŝůŝƚŝĞƐǁŚĞŶĞǀĞƌƌĞƋƵŝƌĞĚ͖ Ϯ͘ WƌŽŵƉƚůLJŵĂƌŬŝŶŐĂŶĚůŝŐŚƚŝŶŐŚĂnjĂƌĚƐƌĞƐƵůƚŝŶŐĨƌŽŵĂŝƌƉŽƌƚĐŽŶĚŝƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐ ƚĞŵƉŽƌĂƌLJĐŽŶĚŝƚŝŽŶƐ͖ĂŶĚ
ϯ͘ WƌŽŵƉƚůLJŶŽƚŝĨLJŝŶŐƉŝůŽƚƐŽĨĂŶLJĐŽŶĚŝƚŝŽŶĂĨĨĞĐƚŝŶŐĂĞƌŽŶĂƵƚŝĐĂůƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚ͘EŽƚŚŝŶŐ ĐŽŶƚĂŝŶĞĚŚĞƌĞŝŶƐŚĂůůďĞĐŽŶƐƚƌƵĞĚƚŽƌĞƋƵŝƌĞƚŚĂƚƚŚĞĂŝƌƉŽƌƚďĞŽƉĞƌĂƚĞĚĨŽƌ ĂĞƌŽŶĂƵƚŝĐĂůƵƐĞĚƵƌŝŶŐƚĞŵƉŽƌĂƌLJƉĞƌŝŽĚƐǁŚĞŶƐŶŽǁ͕ĨůŽŽĚ͕ŽƌŽƚŚĞƌĐůŝŵĂƚŝĐĐŽŶĚŝƚŝŽŶƐ ŝŶƚĞƌĨĞƌĞǁŝƚŚƐƵĐŚŽƉĞƌĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞ͘&ƵƌƚŚĞƌ͕ŶŽƚŚŝŶŐŚĞƌĞŝŶƐŚĂůůďĞĐŽŶƐƚƌƵĞĚ ĂƐƌĞƋƵŝƌŝŶŐƚŚĞŵĂŝŶƚĞŶĂŶĐĞ͕ƌĞƉĂŝƌ͕ƌĞƐƚŽƌĂƚŝŽŶ͕ŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĂŶLJƐƚƌƵĐƚƵƌĞŽƌ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϬŽĨϭϵ 
ĨĂĐŝůŝƚLJǁŚŝĐŚŝƐƐƵďƐƚĂŶƚŝĂůůLJĚĂŵĂŐĞĚŽƌĚĞƐƚƌŽLJĞĚĚƵĞƚŽĂŶĂĐƚŽĨ'ŽĚŽƌŽƚŚĞƌ ĐŽŶĚŝƚŝŽŶŽƌĐŝƌĐƵŵƐƚĂŶĐĞďĞLJŽŶĚƚŚĞĐŽŶƚƌŽůŽĨƚŚĞƐƉŽŶƐŽƌ͘ ď͘ /ƚǁŝůůƐƵŝƚĂďůLJŽƉĞƌĂƚĞĂŶĚŵĂŝŶƚĂŝŶŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵŝƚĞŵƐƚŚĂƚŝƚŽǁŶƐŽƌĐŽŶƚƌŽůƐ ƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶĞdžƉĞŶĚĞĚ͘
ϮϬ͘ ,ĂnjĂƌĚZĞŵŽǀĂůĂŶĚDŝƚŝŐĂƚŝŽŶ͘
/ƚǁŝůůƚĂŬĞĂƉƉƌŽƉƌŝĂƚĞĂĐƚŝŽŶƚŽĂƐƐƵƌĞƚŚĂƚƐƵĐŚƚĞƌŵŝŶĂůĂŝƌƐƉĂĐĞĂƐŝƐƌĞƋƵŝƌĞĚƚŽƉƌŽƚĞĐƚ ŝŶƐƚƌƵŵĞŶƚĂŶĚǀŝƐƵĂůŽƉĞƌĂƚŝŽŶƐƚŽƚŚĞĂŝƌƉŽƌƚ;ŝŶĐůƵĚŝŶŐĞƐƚĂďůŝƐŚĞĚŵŝŶŝŵƵŵĨůŝŐŚƚĂůƚŝƚƵĚĞƐͿǁŝůů ďĞĂĚĞƋƵĂƚĞůLJĐůĞĂƌĞĚĂŶĚƉƌŽƚĞĐƚĞĚďLJƌĞŵŽǀŝŶŐ͕ůŽǁĞƌŝŶŐ͕ƌĞůŽĐĂƚŝŶŐ͕ŵĂƌŬŝŶŐ͕ŽƌůŝŐŚƚŝŶŐŽƌ ŽƚŚĞƌǁŝƐĞŵŝƚŝŐĂƚŝŶŐĞdžŝƐƚŝŶŐĂŝƌƉŽƌƚŚĂnjĂƌĚƐĂŶĚďLJƉƌĞǀĞŶƚŝŶŐƚŚĞĞƐƚĂďůŝƐŚŵĞŶƚŽƌĐƌĞĂƚŝŽŶŽĨ ĨƵƚƵƌĞĂŝƌƉŽƌƚŚĂnjĂƌĚƐ͘
Ϯϭ͘ ŽŵƉĂƚŝďůĞ>ĂŶĚhƐĞ͘
/ƚǁŝůůƚĂŬĞĂƉƉƌŽƉƌŝĂƚĞĂĐƚŝŽŶ͕ƚŽƚŚĞĞdžƚĞŶƚƌĞĂƐŽŶĂďůĞ͕ŝŶĐůƵĚŝŶŐƚŚĞĂĚŽƉƚŝŽŶŽĨnjŽŶŝŶŐůĂǁƐ͕ƚŽ ƌĞƐƚƌŝĐƚƚŚĞƵƐĞŽĨůĂŶĚĂĚũĂĐĞŶƚƚŽŽƌŝŶƚŚĞŝŵŵĞĚŝĂƚĞǀŝĐŝŶŝƚLJŽĨƚŚĞĂŝƌƉŽƌƚƚŽĂĐƚŝǀŝƚŝĞƐĂŶĚ ƉƵƌƉŽƐĞƐĐŽŵƉĂƚŝďůĞǁŝƚŚŶŽƌŵĂůĂŝƌƉŽƌƚŽƉĞƌĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐůĂŶĚŝŶŐĂŶĚƚĂŬĞŽĨĨŽĨĂŝƌĐƌĂĨƚ͘/Ŷ ĂĚĚŝƚŝŽŶ͕ŝĨƚŚĞƉƌŽũĞĐƚŝƐĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵŝŵƉůĞŵĞŶƚĂƚŝŽŶ͕ŝƚǁŝůůŶŽƚĐĂƵƐĞŽƌƉĞƌŵŝƚ ĂŶLJĐŚĂŶŐĞŝŶůĂŶĚƵƐĞ͕ǁŝƚŚŝŶŝƚƐũƵƌŝƐĚŝĐƚŝŽŶ͕ƚŚĂƚǁŝůůƌĞĚƵĐĞŝƚƐĐŽŵƉĂƚŝďŝůŝƚLJ͕ǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚĞ ĂŝƌƉŽƌƚ͕ŽĨƚŚĞŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵŵĞĂƐƵƌĞƐƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶ ĞdžƉĞŶĚĞĚ͘
ϮϮ͘
ĐŽŶŽŵŝĐEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶ͘
Ă͘ /ƚǁŝůůŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂǀĂŝůĂďůĞĂƐĂŶĂŝƌƉŽƌƚĨŽƌƉƵďůŝĐƵƐĞŽŶƌĞĂƐŽŶĂďůĞƚĞƌŵƐĂŶĚǁŝƚŚŽƵƚ ƵŶũƵƐƚĚŝƐĐƌŝŵŝŶĂƚŝŽŶƚŽĂůůƚLJƉĞƐ͕ŬŝŶĚƐĂŶĚĐůĂƐƐĞƐŽĨĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐ ĐŽŵŵĞƌĐŝĂůĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐŽĨĨĞƌŝŶŐƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐĂƚƚŚĞĂŝƌƉŽƌƚ͘ ď͘ /ŶĂŶLJĂŐƌĞĞŵĞŶƚ͕ĐŽŶƚƌĂĐƚ͕ůĞĂƐĞ͕ŽƌŽƚŚĞƌĂƌƌĂŶŐĞŵĞŶƚƵŶĚĞƌǁŚŝĐŚĂƌŝŐŚƚŽƌƉƌŝǀŝůĞŐĞĂƚƚŚĞ ĂŝƌƉŽƌƚŝƐŐƌĂŶƚĞĚƚŽĂŶLJƉĞƌƐŽŶ͕Ĩŝƌŵ͕ŽƌĐŽƌƉŽƌĂƚŝŽŶƚŽĐŽŶĚƵĐƚŽƌƚŽĞŶŐĂŐĞŝŶĂŶLJ ĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚLJĨŽƌĨƵƌŶŝƐŚŝŶŐƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐĂƚƚŚĞĂŝƌƉŽƌƚ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůŝŶƐĞƌƚ ĂŶĚĞŶĨŽƌĐĞƉƌŽǀŝƐŝŽŶƐƌĞƋƵŝƌŝŶŐƚŚĞĐŽŶƚƌĂĐƚŽƌƚŽ͗
ϭ͘&ƵƌŶŝƐŚƐĂŝĚƐĞƌǀŝĐĞƐŽŶĂƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůLJĚŝƐĐƌŝŵŝŶĂƚŽƌLJ͕ďĂƐŝƐƚŽĂůůƵƐĞƌƐ ƚŚĞƌĞŽĨ͕ĂŶĚ
Ϯ͘ŚĂƌŐĞƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůLJĚŝƐĐƌŝŵŝŶĂƚŽƌLJ͕ƉƌŝĐĞƐĨŽƌĞĂĐŚƵŶŝƚŽƌƐĞƌǀŝĐĞ͕ ƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞĐŽŶƚƌĂĐƚŽƌŵĂLJďĞĂůůŽǁĞĚƚŽŵĂŬĞƌĞĂƐŽŶĂďůĞĂŶĚŶŽŶĚŝƐĐƌŝŵŝŶĂƚŽƌLJ ĚŝƐĐŽƵŶƚƐ͕ƌĞďĂƚĞƐ͕ŽƌŽƚŚĞƌƐŝŵŝůĂƌƚLJƉĞƐŽĨƉƌŝĐĞƌĞĚƵĐƚŝŽŶƐƚŽǀŽůƵŵĞƉƵƌĐŚĂƐĞƌƐ͘ Đ͘
ĂĐŚĨŝdžĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌĂƚƚŚĞĂŝƌƉŽƌƚƐŚĂůůďĞƐƵďũĞĐƚƚŽƚŚĞƐĂŵĞƌĂƚĞƐ͕ĨĞĞƐ͕ƌĞŶƚĂůƐ͕ĂŶĚ ŽƚŚĞƌĐŚĂƌŐĞƐĂƐĂƌĞƵŶŝĨŽƌŵůLJĂƉƉůŝĐĂďůĞƚŽĂůůŽƚŚĞƌĨŝdžĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƐŵĂŬŝŶŐƚŚĞƐĂŵĞŽƌ ƐŝŵŝůĂƌƵƐĞƐŽĨƐƵĐŚĂŝƌƉŽƌƚĂŶĚƵƚŝůŝnjŝŶŐƚŚĞƐĂŵĞŽƌƐŝŵŝůĂƌĨĂĐŝůŝƚŝĞƐ͘ Ě͘
ĂĐŚĂŝƌĐĂƌƌŝĞƌƵƐŝŶŐƐƵĐŚĂŝƌƉŽƌƚƐŚĂůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽƐĞƌǀŝĐĞŝƚƐĞůĨŽƌƚŽƵƐĞĂŶLJĨŝdžĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌƚŚĂƚŝƐĂƵƚŚŽƌŝnjĞĚŽƌƉĞƌŵŝƚƚĞĚďLJƚŚĞĂŝƌƉŽƌƚƚŽƐĞƌǀĞĂŶLJĂŝƌĐĂƌƌŝĞƌĂƚƐƵĐŚĂŝƌƉŽƌƚ͘ Ğ͘
ĂĐŚĂŝƌĐĂƌƌŝĞƌƵƐŝŶŐƐƵĐŚĂŝƌƉŽƌƚ;ǁŚĞƚŚĞƌĂƐĂƚĞŶĂŶƚ͕ŶŽŶͲƚĞŶĂŶƚ͕ŽƌƐƵďƚĞŶĂŶƚŽĨĂŶŽƚŚĞƌĂŝƌ ĐĂƌƌŝĞƌƚĞŶĂŶƚͿƐŚĂůůďĞƐƵďũĞĐƚƚŽƐƵĐŚŶŽŶĚŝƐĐƌŝŵŝŶĂƚŽƌLJĂŶĚƐƵďƐƚĂŶƚŝĂůůLJĐŽŵƉĂƌĂďůĞƌƵůĞƐ͕ ƌĞŐƵůĂƚŝŽŶƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ƌĂƚĞƐ͕ĨĞĞƐ͕ƌĞŶƚĂůƐ͕ĂŶĚŽƚŚĞƌĐŚĂƌŐĞƐǁŝƚŚƌĞƐƉĞĐƚƚŽĨĂĐŝůŝƚŝĞƐĚŝƌĞĐƚůLJ ĂŶĚƐƵďƐƚĂŶƚŝĂůůLJƌĞůĂƚĞĚƚŽƉƌŽǀŝĚŝŶŐĂŝƌƚƌĂŶƐƉŽƌƚĂƚŝŽŶĂƐĂƌĞĂƉƉůŝĐĂďůĞƚŽĂůůƐƵĐŚĂŝƌĐĂƌƌŝĞƌƐ ǁŚŝĐŚŵĂŬĞƐŝŵŝůĂƌƵƐĞŽĨƐƵĐŚĂŝƌƉŽƌƚĂŶĚƵƚŝůŝnjĞƐŝŵŝůĂƌĨĂĐŝůŝƚŝĞƐ͕ƐƵďũĞĐƚƚŽƌĞĂƐŽŶĂďůĞ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϭŽĨϭϵ 
ĐůĂƐƐŝĨŝĐĂƚŝŽŶƐƐƵĐŚĂƐƚĞŶĂŶƚƐŽƌŶŽŶͲƚĞŶĂŶƚƐĂŶĚƐŝŐŶĂƚŽƌLJĐĂƌƌŝĞƌƐĂŶĚŶŽŶͲƐŝŐŶĂƚŽƌLJĐĂƌƌŝĞƌƐ͘ ůĂƐƐŝĨŝĐĂƚŝŽŶŽƌƐƚĂƚƵƐĂƐƚĞŶĂŶƚŽƌƐŝŐŶĂƚŽƌLJƐŚĂůůŶŽƚďĞƵŶƌĞĂƐŽŶĂďůLJǁŝƚŚŚĞůĚďLJĂŶLJĂŝƌƉŽƌƚ ƉƌŽǀŝĚĞĚĂŶĂŝƌĐĂƌƌŝĞƌĂƐƐƵŵĞƐŽďůŝŐĂƚŝŽŶƐƐƵďƐƚĂŶƚŝĂůůLJƐŝŵŝůĂƌƚŽƚŚŽƐĞĂůƌĞĂĚLJŝŵƉŽƐĞĚŽŶĂŝƌ ĐĂƌƌŝĞƌƐŝŶƐƵĐŚĐůĂƐƐŝĨŝĐĂƚŝŽŶŽƌƐƚĂƚƵƐ͘
Ĩ͘ /ƚǁŝůůŶŽƚĞdžĞƌĐŝƐĞŽƌŐƌĂŶƚĂŶLJƌŝŐŚƚŽƌƉƌŝǀŝůĞŐĞǁŚŝĐŚŽƉĞƌĂƚĞƐƚŽƉƌĞǀĞŶƚĂŶLJƉĞƌƐŽŶ͕Ĩŝƌŵ͕Žƌ ĐŽƌƉŽƌĂƚŝŽŶŽƉĞƌĂƚŝŶŐĂŝƌĐƌĂĨƚŽŶƚŚĞĂŝƌƉŽƌƚĨƌŽŵƉĞƌĨŽƌŵŝŶŐĂŶLJƐĞƌǀŝĐĞƐŽŶŝƚƐŽǁŶĂŝƌĐƌĂĨƚ ǁŝƚŚŝƚƐŽǁŶĞŵƉůŽLJĞĞƐ;ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽŵĂŝŶƚĞŶĂŶĐĞ͕ƌĞƉĂŝƌ͕ĂŶĚĨƵĞůŝŶŐͿƚŚĂƚŝƚ ŵĂLJĐŚŽŽƐĞƚŽƉĞƌĨŽƌŵ͘
Ő͘ /ŶƚŚĞĞǀĞŶƚƚŚĞƐƉŽŶƐŽƌŝƚƐĞůĨĞdžĞƌĐŝƐĞƐĂŶLJŽĨƚŚĞƌŝŐŚƚƐĂŶĚƉƌŝǀŝůĞŐĞƐƌĞĨĞƌƌĞĚƚŽŝŶƚŚŝƐ ĂƐƐƵƌĂŶĐĞ͕ƚŚĞƐĞƌǀŝĐĞƐŝŶǀŽůǀĞĚǁŝůůďĞƉƌŽǀŝĚĞĚŽŶƚŚĞƐĂŵĞĐŽŶĚŝƚŝŽŶƐĂƐǁŽƵůĚĂƉƉůLJƚŽƚŚĞ ĨƵƌŶŝƐŚŝŶŐŽĨƐƵĐŚƐĞƌǀŝĐĞƐďLJĐŽŵŵĞƌĐŝĂůĂĞƌŽŶĂƵƚŝĐĂůƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐĂƵƚŚŽƌŝnjĞĚďLJƚŚĞ ƐƉŽŶƐŽƌƵŶĚĞƌƚŚĞƐĞƉƌŽǀŝƐŝŽŶƐ͘
Ś͘ dŚĞƐƉŽŶƐŽƌŵĂLJĞƐƚĂďůŝƐŚƐƵĐŚƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůLJĚŝƐĐƌŝŵŝŶĂƚŽƌLJ͕ĐŽŶĚŝƚŝŽŶƐƚŽďĞ ŵĞƚďLJĂůůƵƐĞƌƐŽĨƚŚĞĂŝƌƉŽƌƚĂƐŵĂLJďĞŶĞĐĞƐƐĂƌLJĨŽƌƚŚĞƐĂĨĞĂŶĚĞĨĨŝĐŝĞŶƚŽƉĞƌĂƚŝŽŶŽĨƚŚĞ ĂŝƌƉŽƌƚ͘
ŝ͘ dŚĞƐƉŽŶƐŽƌŵĂLJƉƌŽŚŝďŝƚŽƌůŝŵŝƚĂŶLJŐŝǀĞŶƚLJƉĞ͕ŬŝŶĚŽƌĐůĂƐƐŽĨĂĞƌŽŶĂƵƚŝĐĂůƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚ ŝĨƐƵĐŚĂĐƚŝŽŶŝƐŶĞĐĞƐƐĂƌLJĨŽƌƚŚĞƐĂĨĞŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚŽƌŶĞĐĞƐƐĂƌLJƚŽƐĞƌǀĞƚŚĞĐŝǀŝů ĂǀŝĂƚŝŽŶŶĞĞĚƐŽĨƚŚĞƉƵďůŝĐ͘
Ϯϯ͘
džĐůƵƐŝǀĞZŝŐŚƚƐ͘
/ƚǁŝůůƉĞƌŵŝƚŶŽĞdžĐůƵƐŝǀĞƌŝŐŚƚĨŽƌƚŚĞƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚďLJĂŶLJƉĞƌƐŽŶƉƌŽǀŝĚŝŶŐ͕ŽƌŝŶƚĞŶĚŝŶŐƚŽ ƉƌŽǀŝĚĞ͕ĂĞƌŽŶĂƵƚŝĐĂůƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐ͘&ŽƌƉƵƌƉŽƐĞƐŽĨƚŚŝƐƉĂƌĂŐƌĂƉŚ͕ƚŚĞƉƌŽǀŝĚŝŶŐŽĨƚŚĞ ƐĞƌǀŝĐĞƐĂƚĂŶĂŝƌƉŽƌƚďLJĂƐŝŶŐůĞĨŝdžĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƐŚĂůůŶŽƚďĞĐŽŶƐƚƌƵĞĚĂƐĂŶĞdžĐůƵƐŝǀĞƌŝŐŚƚŝĨ ďŽƚŚŽĨƚŚĞĨŽůůŽǁŝŶŐĂƉƉůLJ͗
Ă͘ /ƚǁŽƵůĚďĞƵŶƌĞĂƐŽŶĂďůLJĐŽƐƚůLJ͕ďƵƌĚĞŶƐŽŵĞ͕ŽƌŝŵƉƌĂĐƚŝĐĂůĨŽƌŵŽƌĞƚŚĂŶŽŶĞĨŝdžĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌƚŽƉƌŽǀŝĚĞƐƵĐŚƐĞƌǀŝĐĞƐ͕ĂŶĚ
ď͘ /ĨĂůůŽǁŝŶŐŵŽƌĞƚŚĂŶŽŶĞĨŝdžĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƚŽƉƌŽǀŝĚĞƐƵĐŚƐĞƌǀŝĐĞƐǁŽƵůĚƌĞƋƵŝƌĞƚŚĞ ƌĞĚƵĐƚŝŽŶŽĨƐƉĂĐĞůĞĂƐĞĚƉƵƌƐƵĂŶƚƚŽĂŶĞdžŝƐƚŝŶŐĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƐƵĐŚƐŝŶŐůĞĨŝdžĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌĂŶĚƐƵĐŚĂŝƌƉŽƌƚ͘/ƚĨƵƌƚŚĞƌĂŐƌĞĞƐƚŚĂƚŝƚǁŝůůŶŽƚ͕ĞŝƚŚĞƌĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJ͕ŐƌĂŶƚŽƌ ƉĞƌŵŝƚĂŶLJƉĞƌƐŽŶ͕Ĩŝƌŵ͕ŽƌĐŽƌƉŽƌĂƚŝŽŶ͕ƚŚĞĞdžĐůƵƐŝǀĞƌŝŐŚƚĂƚƚŚĞĂŝƌƉŽƌƚƚŽĐŽŶĚƵĐƚĂŶLJ ĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽĐŚĂƌƚĞƌĨůŝŐŚƚƐ͕ƉŝůŽƚƚƌĂŝŶŝŶŐ͕ĂŝƌĐƌĂĨƚƌĞŶƚĂů ĂŶĚƐŝŐŚƚƐĞĞŝŶŐ͕ĂĞƌŝĂůƉŚŽƚŽŐƌĂƉŚLJ͕ĐƌŽƉĚƵƐƚŝŶŐ͕ĂĞƌŝĂůĂĚǀĞƌƚŝƐŝŶŐĂŶĚƐƵƌǀĞLJŝŶŐ͕ĂŝƌĐĂƌƌŝĞƌ ŽƉĞƌĂƚŝŽŶƐ͕ĂŝƌĐƌĂĨƚƐĂůĞƐĂŶĚƐĞƌǀŝĐĞƐ͕ƐĂůĞŽĨĂǀŝĂƚŝŽŶƉĞƚƌŽůĞƵŵƉƌŽĚƵĐƚƐǁŚĞƚŚĞƌŽƌŶŽƚ ĐŽŶĚƵĐƚĞĚŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚŽƚŚĞƌĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚLJ͕ƌĞƉĂŝƌĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨĂŝƌĐƌĂĨƚ͕ ƐĂůĞŽĨĂŝƌĐƌĂĨƚƉĂƌƚƐ͕ĂŶĚĂŶLJŽƚŚĞƌĂĐƚŝǀŝƚŝĞƐǁŚŝĐŚďĞĐĂƵƐĞŽĨƚŚĞŝƌĚŝƌĞĐƚƌĞůĂƚŝŽŶƐŚŝƉƚŽƚŚĞ ŽƉĞƌĂƚŝŽŶŽĨĂŝƌĐƌĂĨƚĐĂŶďĞƌĞŐĂƌĚĞĚĂƐĂŶĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚLJ͕ĂŶĚƚŚĂƚŝƚǁŝůůƚĞƌŵŝŶĂƚĞĂŶLJ ĞdžĐůƵƐŝǀĞƌŝŐŚƚƚŽĐŽŶĚƵĐƚĂŶĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚLJŶŽǁĞdžŝƐƚŝŶŐĂƚƐƵĐŚĂŶĂŝƌƉŽƌƚďĞĨŽƌĞƚŚĞ ŐƌĂŶƚŽĨĂŶLJĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͘ Ϯϰ͘ &ĞĞĂŶĚZĞŶƚĂů^ƚƌƵĐƚƵƌĞ͘
/ƚǁŝůůŵĂŝŶƚĂŝŶĂĨĞĞĂŶĚƌĞŶƚĂůƐƚƌƵĐƚƵƌĞĨŽƌƚŚĞĨĂĐŝůŝƚŝĞƐĂŶĚƐĞƌǀŝĐĞƐĂƚƚŚĞĂŝƌƉŽƌƚǁŚŝĐŚǁŝůů ŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂƐƐĞůĨͲƐƵƐƚĂŝŶŝŶŐĂƐƉŽƐƐŝďůĞƵŶĚĞƌƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐĞdžŝƐƚŝŶŐĂƚƚŚĞƉĂƌƚŝĐƵůĂƌ ĂŝƌƉŽƌƚ͕ƚĂŬŝŶŐŝŶƚŽĂĐĐŽƵŶƚƐƵĐŚĨĂĐƚŽƌƐĂƐƚŚĞǀŽůƵŵĞŽĨƚƌĂĨĨŝĐĂŶĚĞĐŽŶŽŵLJŽĨĐŽůůĞĐƚŝŽŶ͘EŽƉĂƌƚ ŽĨƚŚĞ&ĞĚĞƌĂůƐŚĂƌĞŽĨĂŶĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚ͕ĂŝƌƉŽƌƚƉůĂŶŶŝŶŐŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽũĞĐƚĨŽƌ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϮŽĨϭϵ 
ǁŚŝĐŚĂ'ƌĂŶƚŝƐŵĂĚĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͕ƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂLJ/ŵƉƌŽǀĞŵĞŶƚĐƚ ŽĨϭϵϴϮ͕ƚŚĞ&ĞĚĞƌĂůŝƌƉŽƌƚĐƚŽƌƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂLJĞǀĞůŽƉŵĞŶƚĐƚŽĨϭϵϳϬƐŚĂůůďĞ ŝŶĐůƵĚĞĚŝŶƚŚĞƌĂƚĞďĂƐŝƐŝŶĞƐƚĂďůŝƐŚŝŶŐĨĞĞƐ͕ƌĂƚĞƐ͕ĂŶĚĐŚĂƌŐĞƐĨŽƌƵƐĞƌƐŽĨƚŚĂƚĂŝƌƉŽƌƚ͘ Ϯϱ͘ ŝƌƉŽƌƚZĞǀĞŶƵĞƐ͘
Ă͘ ůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďLJƚŚĞĂŝƌƉŽƌƚĂŶĚĂŶLJůŽĐĂůƚĂdžĞƐŽŶĂǀŝĂƚŝŽŶĨƵĞůĞƐƚĂďůŝƐŚĞĚĂĨƚĞƌ ĞĐĞŵďĞƌϯϬ͕ϭϵϴϳ͕ǁŝůůďĞĞdžƉĞŶĚĞĚďLJŝƚĨŽƌƚŚĞĐĂƉŝƚĂůŽƌŽƉĞƌĂƚŝŶŐĐŽƐƚƐŽĨƚŚĞĂŝƌƉŽƌƚ͖ƚŚĞ ůŽĐĂůĂŝƌƉŽƌƚƐLJƐƚĞŵ͖ŽƌŽƚŚĞƌůŽĐĂůĨĂĐŝůŝƚŝĞƐǁŚŝĐŚĂƌĞŽǁŶĞĚŽƌŽƉĞƌĂƚĞĚďLJƚŚĞŽǁŶĞƌŽƌ ŽƉĞƌĂƚŽƌŽĨƚŚĞĂŝƌƉŽƌƚĂŶĚǁŚŝĐŚĂƌĞĚŝƌĞĐƚůLJĂŶĚƐƵďƐƚĂŶƚŝĂůůLJƌĞůĂƚĞĚƚŽƚŚĞĂĐƚƵĂůĂŝƌ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶŽĨƉĂƐƐĞŶŐĞƌƐŽƌƉƌŽƉĞƌƚLJ͖ŽƌĨŽƌŶŽŝƐĞŵŝƚŝŐĂƚŝŽŶƉƵƌƉŽƐĞƐŽŶŽƌŽĨĨƚŚĞĂŝƌƉŽƌƚ͘ dŚĞĨŽůůŽǁŝŶŐĞdžĐĞƉƚŝŽŶƐĂƉƉůLJƚŽƚŚŝƐƉĂƌĂŐƌĂƉŚ͗
ϭ͘ /ĨĐŽǀĞŶĂŶƚƐŽƌĂƐƐƵƌĂŶĐĞƐŝŶĚĞďƚŽďůŝŐĂƚŝŽŶƐŝƐƐƵĞĚďĞĨŽƌĞ^ĞƉƚĞŵďĞƌϯ͕ϭϵϴϮ͕ďLJƚŚĞ ŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌŽĨƚŚĞĂŝƌƉŽƌƚ͕ŽƌƉƌŽǀŝƐŝŽŶƐĞŶĂĐƚĞĚďĞĨŽƌĞ^ĞƉƚĞŵďĞƌϯ͕ϭϵϴϮ͕ŝŶ ŐŽǀĞƌŶŝŶŐƐƚĂƚƵƚĞƐĐŽŶƚƌŽůůŝŶŐƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐĨŝŶĂŶĐŝŶŐ͕ƉƌŽǀŝĚĞĨŽƌƚŚĞƵƐĞŽĨƚŚĞ ƌĞǀĞŶƵĞƐĨƌŽŵĂŶLJŽĨƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐĨĂĐŝůŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐƚŚĞĂŝƌƉŽƌƚ͕ƚŽ ƐƵƉƉŽƌƚŶŽƚŽŶůLJƚŚĞĂŝƌƉŽƌƚďƵƚĂůƐŽƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐŐĞŶĞƌĂůĚĞďƚ ŽďůŝŐĂƚŝŽŶƐŽƌŽƚŚĞƌĨĂĐŝůŝƚŝĞƐ͕ƚŚĞŶƚŚŝƐůŝŵŝƚĂƚŝŽŶŽŶƚŚĞƵƐĞŽĨĂůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďLJ ƚŚĞĂŝƌƉŽƌƚ;ĂŶĚ͕ŝŶƚŚĞĐĂƐĞŽĨĂƉƵďůŝĐĂŝƌƉŽƌƚ͕ůŽĐĂůƚĂdžĞƐŽŶĂǀŝĂƚŝŽŶĨƵĞůͿƐŚĂůůŶŽƚĂƉƉůLJ͘ Ϯ͘ /ĨƚŚĞ^ĞĐƌĞƚĂƌLJĂƉƉƌŽǀĞƐƚŚĞƐĂůĞŽĨĂƉƌŝǀĂƚĞůLJŽǁŶĞĚĂŝƌƉŽƌƚƚŽĂƉƵďůŝĐƐƉŽŶƐŽƌĂŶĚ ƉƌŽǀŝĚĞƐĨƵŶĚŝŶŐĨŽƌĂŶLJƉŽƌƚŝŽŶŽĨƚŚĞƉƵďůŝĐƐƉŽŶƐŽƌ͛ƐĂĐƋƵŝƐŝƚŝŽŶŽĨůĂŶĚ͕ƚŚŝƐůŝŵŝƚĂƚŝŽŶ ŽŶƚŚĞƵƐĞŽĨĂůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďLJƚŚĞƐĂůĞƐŚĂůůŶŽƚĂƉƉůLJƚŽĐĞƌƚĂŝŶƉƌŽĐĞĞĚƐĨƌŽŵ ƚŚĞƐĂůĞ͘dŚŝƐŝƐĐŽŶĚŝƚŝŽŶĞĚŽŶƌĞƉĂLJŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌLJďLJƚŚĞƉƌŝǀĂƚĞŽǁŶĞƌŽĨĂŶ ĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞƌĞŵĂŝŶŝŶŐƵŶĂŵŽƌƚŝnjĞĚƉŽƌƚŝŽŶ;ĂŵŽƌƚŝnjĞĚŽǀĞƌĂϮϬͲLJĞĂƌƉĞƌŝŽĚͿŽĨ ĂŶLJĂŝƌƉŽƌƚŝŵƉƌŽǀĞŵĞŶƚŐƌĂŶƚŵĂĚĞƚŽƚŚĞƉƌŝǀĂƚĞŽǁŶĞƌĨŽƌĂŶLJƉƵƌƉŽƐĞŽƚŚĞƌƚŚĂŶůĂŶĚ ĂĐƋƵŝƐŝƚŝŽŶŽŶŽƌĂĨƚĞƌKĐƚŽďĞƌϭ͕ϭϵϵϲ͕ƉůƵƐĂŶĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞĨĞĚĞƌĂůƐŚĂƌĞŽĨƚŚĞ ĐƵƌƌĞŶƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽĨĂŶLJůĂŶĚĂĐƋƵŝƌĞĚǁŝƚŚĂŶĂŝƌƉŽƌƚŝŵƉƌŽǀĞŵĞŶƚŐƌĂŶƚŵĂĚĞƚŽ ƚŚĂƚĂŝƌƉŽƌƚŽŶŽƌĂĨƚĞƌKĐƚŽďĞƌϭ͕ϭϵϵϲ͘
ϯ͘ ĞƌƚĂŝŶƌĞǀĞŶƵĞĚĞƌŝǀĞĚĨƌŽŵŽƌŐĞŶĞƌĂƚĞĚďLJŵŝŶĞƌĂůĞdžƚƌĂĐƚŝŽŶ͕ƉƌŽĚƵĐƚŝŽŶ͕ůĞĂƐĞ͕Žƌ ŽƚŚĞƌŵĞĂŶƐĂƚĂŐĞŶĞƌĂůĂǀŝĂƚŝŽŶĂŝƌƉŽƌƚ;ĂƐĚĞĨŝŶĞĚĂƚϰϵh͘^͘͘ΑϰϳϭϬϮͿ͕ŝĨƚŚĞ& ĚĞƚĞƌŵŝŶĞƐƚŚĞĂŝƌƉŽƌƚƐƉŽŶƐŽƌŵĞĞƚƐƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐƐĞƚĨŽƌƚŚŝŶ^ĞĐƚŝŽŶϴϭϯŽĨWƵďůŝĐ >ĂǁϭϭϮͲϵϱ͘
ď͘ ƐƉĂƌƚŽĨƚŚĞĂŶŶƵĂůĂƵĚŝƚƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚĞ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůĚŝƌĞĐƚ ƚŚĂƚƚŚĞĂƵĚŝƚǁŝůůƌĞǀŝĞǁ͕ĂŶĚƚŚĞƌĞƐƵůƚŝŶŐĂƵĚŝƚƌĞƉŽƌƚǁŝůůƉƌŽǀŝĚĞĂŶŽƉŝŶŝŽŶĐŽŶĐĞƌŶŝŶŐ͕ƚŚĞ ƵƐĞŽĨĂŝƌƉŽƌƚƌĞǀĞŶƵĞĂŶĚƚĂdžĞƐŝŶƉĂƌĂŐƌĂƉŚ;ĂͿ͕ĂŶĚŝŶĚŝĐĂƚŝŶŐǁŚĞƚŚĞƌĨƵŶĚƐƉĂŝĚŽƌ ƚƌĂŶƐĨĞƌƌĞĚƚŽƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌĂƌĞƉĂŝĚŽƌƚƌĂŶƐĨĞƌƌĞĚŝŶĂŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚdŝƚůĞ ϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞĂŶĚĂŶLJŽƚŚĞƌĂƉƉůŝĐĂďůĞƉƌŽǀŝƐŝŽŶŽĨůĂǁ͕ŝŶĐůƵĚŝŶŐĂŶLJƌĞŐƵůĂƚŝŽŶ ƉƌŽŵƵůŐĂƚĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJŽƌĚŵŝŶŝƐƚƌĂƚŽƌ͘
Đ͘ ŶLJĐŝǀŝůƉĞŶĂůƚŝĞƐŽƌŽƚŚĞƌƐĂŶĐƚŝŽŶƐǁŝůůďĞŝŵƉŽƐĞĚĨŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐĂƐƐƵƌĂŶĐĞŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨϰϵh͘^͘͘ΑϰϳϭϬϳ͘
Ϯϲ͘ ZĞƉŽƌƚƐĂŶĚ/ŶƐƉĞĐƚŝŽŶƐ͘
/ƚǁŝůů͗
Ă͘ ƐƵďŵŝƚƚŽƚŚĞ^ĞĐƌĞƚĂƌLJƐƵĐŚĂŶŶƵĂůŽƌƐƉĞĐŝĂůĨŝŶĂŶĐŝĂůĂŶĚŽƉĞƌĂƚŝŽŶƐƌĞƉŽƌƚƐĂƐƚŚĞ^ĞĐƌĞƚĂƌLJ ŵĂLJƌĞĂƐŽŶĂďůLJƌĞƋƵĞƐƚĂŶĚŵĂŬĞƐƵĐŚƌĞƉŽƌƚƐĂǀĂŝůĂďůĞƚŽƚŚĞƉƵďůŝĐ͖ŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϯŽĨϭϵ 
ƉƵďůŝĐĂƚƌĞĂƐŽŶĂďůĞƚŝŵĞƐĂŶĚƉůĂĐĞƐĂƌĞƉŽƌƚŽĨƚŚĞĂŝƌƉŽƌƚďƵĚŐĞƚŝŶĂĨŽƌŵĂƚƉƌĞƐĐƌŝďĞĚďLJ ƚŚĞ^ĞĐƌĞƚĂƌLJ͖
ď͘ ĨŽƌĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƐ͕ŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůĂŝƌƉŽƌƚƌĞĐŽƌĚƐĂŶĚĚŽĐƵŵĞŶƚƐ ĂĨĨĞĐƚŝŶŐƚŚĞĂŝƌƉŽƌƚ͕ŝŶĐůƵĚŝŶŐĚĞĞĚƐ͕ůĞĂƐĞƐ͕ŽƉĞƌĂƚŝŽŶĂŶĚƵƐĞĂŐƌĞĞŵĞŶƚƐ͕ƌĞŐƵůĂƚŝŽŶƐĂŶĚ ŽƚŚĞƌŝŶƐƚƌƵŵĞŶƚƐ͕ĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶďLJĂŶLJĚƵůLJĂƵƚŚŽƌŝnjĞĚĂŐĞŶƚŽĨƚŚĞ^ĞĐƌĞƚĂƌLJƵƉŽŶ ƌĞĂƐŽŶĂďůĞƌĞƋƵĞƐƚ͖
Đ͘ ĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽŐƌĂŵƉƌŽũĞĐƚƐ͕ŵĂŬĞƌĞĐŽƌĚƐĂŶĚĚŽĐƵŵĞŶƚƐƌĞůĂƚŝŶŐƚŽƚŚĞƉƌŽũĞĐƚ ĂŶĚĐŽŶƚŝŶƵĞĚĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ ŝŶĐůƵĚŝŶŐĚĞĞĚƐ͕ůĞĂƐĞƐ͕ĂŐƌĞĞŵĞŶƚƐ͕ƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚŽƚŚĞƌŝŶƐƚƌƵŵĞŶƚƐ͕ĂǀĂŝůĂďůĞĨŽƌ ŝŶƐƉĞĐƚŝŽŶďLJĂŶLJĚƵůLJĂƵƚŚŽƌŝnjĞĚĂŐĞŶƚŽĨƚŚĞ^ĞĐƌĞƚĂƌLJƵƉŽŶƌĞĂƐŽŶĂďůĞƌĞƋƵĞƐƚ͖ĂŶĚ Ě͘ ŝŶĂĨŽƌŵĂƚĂŶĚƚŝŵĞƉƌĞƐĐƌŝďĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͕ƉƌŽǀŝĚĞƚŽƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĚŵĂŬĞĂǀĂŝůĂďůĞ ƚŽƚŚĞƉƵďůŝĐĨŽůůŽǁŝŶŐĞĂĐŚŽĨŝƚƐĨŝƐĐĂůLJĞĂƌƐ͕ĂŶĂŶŶƵĂůƌĞƉŽƌƚůŝƐƚŝŶŐŝŶĚĞƚĂŝů͗ ϭ͘ ĂůůĂŵŽƵŶƚƐƉĂŝĚďLJƚŚĞĂŝƌƉŽƌƚƚŽĂŶLJŽƚŚĞƌƵŶŝƚŽĨŐŽǀĞƌŶŵĞŶƚĂŶĚƚŚĞƉƵƌƉŽƐĞƐĨŽƌ ǁŚŝĐŚĞĂĐŚƐƵĐŚƉĂLJŵĞŶƚǁĂƐŵĂĚĞ͖ĂŶĚ
Ϯ͘ ĂůůƐĞƌǀŝĐĞƐĂŶĚƉƌŽƉĞƌƚLJƉƌŽǀŝĚĞĚďLJƚŚĞĂŝƌƉŽƌƚƚŽŽƚŚĞƌƵŶŝƚƐŽĨŐŽǀĞƌŶŵĞŶƚĂŶĚƚŚĞ ĂŵŽƵŶƚŽĨĐŽŵƉĞŶƐĂƚŝŽŶƌĞĐĞŝǀĞĚĨŽƌƉƌŽǀŝƐŝŽŶŽĨĞĂĐŚƐƵĐŚƐĞƌǀŝĐĞĂŶĚƉƌŽƉĞƌƚLJ͘ Ϯϳ͘ hƐĞďLJ'ŽǀĞƌŶŵĞŶƚŝƌĐƌĂĨƚ͘
/ƚǁŝůůŵĂŬĞĂǀĂŝůĂďůĞĂůůŽĨƚŚĞĨĂĐŝůŝƚŝĞƐŽĨƚŚĞĂŝƌƉŽƌƚĚĞǀĞůŽƉĞĚǁŝƚŚ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞ ĂŶĚĂůůƚŚŽƐĞƵƐĂďůĞĨŽƌůĂŶĚŝŶŐĂŶĚƚĂŬĞŽĨĨŽĨĂŝƌĐƌĂĨƚƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨŽƌƵƐĞďLJ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝŶĐŽŵŵŽŶǁŝƚŚŽƚŚĞƌĂŝƌĐƌĂĨƚĂƚĂůůƚŝŵĞƐǁŝƚŚŽƵƚĐŚĂƌŐĞ͕ĞdžĐĞƉƚ͕ŝĨƚŚĞƵƐĞďLJ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝƐƐƵďƐƚĂŶƚŝĂů͕ĐŚĂƌŐĞŵĂLJďĞŵĂĚĞĨŽƌĂƌĞĂƐŽŶĂďůĞƐŚĂƌĞ͕ƉƌŽƉŽƌƚŝŽŶĂůƚŽƐƵĐŚƵƐĞ͕ĨŽƌƚŚĞ ĐŽƐƚŽĨŽƉĞƌĂƚŝŶŐĂŶĚŵĂŝŶƚĂŝŶŝŶŐƚŚĞĨĂĐŝůŝƚŝĞƐƵƐĞĚ͘hŶůĞƐƐŽƚŚĞƌǁŝƐĞĚĞƚĞƌŵŝŶĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͕ ŽƌŽƚŚĞƌǁŝƐĞĂŐƌĞĞĚƚŽďLJƚŚĞƐƉŽŶƐŽƌĂŶĚƚŚĞƵƐŝŶŐĂŐĞŶĐLJ͕ƐƵďƐƚĂŶƚŝĂůƵƐĞŽĨĂŶĂŝƌƉŽƌƚďLJ 'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚǁŝůůďĞĐŽŶƐŝĚĞƌĞĚƚŽĞdžŝƐƚǁŚĞŶŽƉĞƌĂƚŝŽŶƐŽĨƐƵĐŚĂŝƌĐƌĂĨƚĂƌĞŝŶĞdžĐĞƐƐŽĨ ƚŚŽƐĞǁŚŝĐŚ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕ǁŽƵůĚƵŶĚƵůLJŝŶƚĞƌĨĞƌĞǁŝƚŚƵƐĞŽĨƚŚĞůĂŶĚŝŶŐĂƌĞĂƐ ďLJŽƚŚĞƌĂƵƚŚŽƌŝnjĞĚĂŝƌĐƌĂĨƚ͕ŽƌĚƵƌŝŶŐĂŶLJĐĂůĞŶĚĂƌŵŽŶƚŚƚŚĂƚ͗ Ă͘ &ŝǀĞ;ϱͿŽƌŵŽƌĞ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚĂƌĞƌĞŐƵůĂƌůLJďĂƐĞĚĂƚƚŚĞĂŝƌƉŽƌƚŽƌŽŶůĂŶĚĂĚũĂĐĞŶƚ ƚŚĞƌĞƚŽ͖Žƌ
ď͘ dŚĞƚŽƚĂůŶƵŵďĞƌŽĨŵŽǀĞŵĞŶƚƐ;ĐŽƵŶƚŝŶŐĞĂĐŚůĂŶĚŝŶŐĂƐĂŵŽǀĞŵĞŶƚͿŽĨ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝƐϯϬϬŽƌŵŽƌĞ͕ŽƌƚŚĞŐƌŽƐƐĂĐĐƵŵƵůĂƚŝǀĞǁĞŝŐŚƚŽĨ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚƵƐŝŶŐƚŚĞ ĂŝƌƉŽƌƚ;ƚŚĞƚŽƚĂůŵŽǀĞŵĞŶƚŽĨ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚŵƵůƚŝƉůŝĞĚďLJŐƌŽƐƐǁĞŝŐŚƚƐŽĨƐƵĐŚ ĂŝƌĐƌĂĨƚͿŝƐŝŶĞdžĐĞƐƐŽĨĨŝǀĞŵŝůůŝŽŶƉŽƵŶĚƐ͘
Ϯϴ͘ >ĂŶĚĨŽƌ&ĞĚĞƌĂů&ĂĐŝůŝƚŝĞƐ͘
/ƚǁŝůůĨƵƌŶŝƐŚǁŝƚŚŽƵƚĐŽƐƚƚŽƚŚĞ&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚĨŽƌƵƐĞŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚĂŶLJĂŝƌƚƌĂĨĨŝĐ ĐŽŶƚƌŽůŽƌĂŝƌŶĂǀŝŐĂƚŝŽŶĂĐƚŝǀŝƚŝĞƐ͕ŽƌǁĞĂƚŚĞƌͲƌĞƉŽƌƚŝŶŐĂŶĚĐŽŵŵƵŶŝĐĂƚŝŽŶĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽĂŝƌ ƚƌĂĨĨŝĐĐŽŶƚƌŽů͕ĂŶLJĂƌĞĂƐŽĨůĂŶĚŽƌǁĂƚĞƌ͕ŽƌĞƐƚĂƚĞƚŚĞƌĞŝŶĂƐƚŚĞ^ĞĐƌĞƚĂƌLJĐŽŶƐŝĚĞƌƐŶĞĐĞƐƐĂƌLJŽƌ ĚĞƐŝƌĂďůĞĨŽƌĐŽŶƐƚƌƵĐƚŝŽŶ͕ŽƉĞƌĂƚŝŽŶ͕ĂŶĚŵĂŝŶƚĞŶĂŶĐĞĂƚ&ĞĚĞƌĂůĞdžƉĞŶƐĞŽĨƐƉĂĐĞŽƌĨĂĐŝůŝƚŝĞƐĨŽƌ ƐƵĐŚƉƵƌƉŽƐĞƐ͘^ƵĐŚĂƌĞĂƐŽƌĂŶLJƉŽƌƚŝŽŶƚŚĞƌĞŽĨǁŝůůďĞŵĂĚĞĂǀĂŝůĂďůĞĂƐƉƌŽǀŝĚĞĚŚĞƌĞŝŶǁŝƚŚŝŶ ĨŽƵƌŵŽŶƚŚƐĂĨƚĞƌƌĞĐĞŝƉƚŽĨĂǁƌŝƚƚĞŶƌĞƋƵĞƐƚĨƌŽŵƚŚĞ^ĞĐƌĞƚĂƌLJ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϰŽĨϭϵ 
Ϯϵ͘ ŝƌƉŽƌƚ>ĂLJŽƵƚWůĂŶ͘
Ă͘ ^ƵďũĞĐƚƚŽƚŚĞ&ZĞĂƵƚŚŽƌŝnjĂƚŝŽŶĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝƚǁŝůůŬĞĞƉƵƉ ƚŽĚĂƚĞĂƚĂůůƚŝŵĞƐĂŶĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶŽĨƚŚĞĂŝƌƉŽƌƚƐŚŽǁŝŶŐ͗ ϭ͘ ďŽƵŶĚĂƌŝĞƐŽĨƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůƉƌŽƉŽƐĞĚĂĚĚŝƚŝŽŶƐƚŚĞƌĞƚŽ͕ƚŽŐĞƚŚĞƌǁŝƚŚƚŚĞďŽƵŶĚĂƌŝĞƐ ŽĨĂůůŽĨĨƐŝƚĞĂƌĞĂƐŽǁŶĞĚŽƌĐŽŶƚƌŽůůĞĚďLJƚŚĞƐƉŽŶƐŽƌĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐĂŶĚƉƌŽƉŽƐĞĚ ĂĚĚŝƚŝŽŶƐƚŚĞƌĞƚŽ͖
Ϯ͘ ƚŚĞůŽĐĂƚŝŽŶĂŶĚŶĂƚƵƌĞŽĨĂůůĞdžŝƐƚŝŶŐĂŶĚƉƌŽƉŽƐĞĚĂŝƌƉŽƌƚĨĂĐŝůŝƚŝĞƐĂŶĚƐƚƌƵĐƚƵƌĞƐ;ƐƵĐŚ ĂƐƌƵŶǁĂLJƐ͕ƚĂdžŝǁĂLJƐ͕ĂƉƌŽŶƐ͕ƚĞƌŵŝŶĂůďƵŝůĚŝŶŐƐ͕ŚĂŶŐĂƌƐĂŶĚƌŽĂĚƐͿ͕ŝŶĐůƵĚŝŶŐĂůů ƉƌŽƉŽƐĞĚĞdžƚĞŶƐŝŽŶƐĂŶĚƌĞĚƵĐƚŝŽŶƐŽĨĞdžŝƐƚŝŶŐĂŝƌƉŽƌƚĨĂĐŝůŝƚŝĞƐ͖ ϯ͘ ƚŚĞůŽĐĂƚŝŽŶŽĨĂůůĞdžŝƐƚŝŶŐĂŶĚƉƌŽƉŽƐĞĚŶŽŶͲĂǀŝĂƚŝŽŶĂƌĞĂƐĂŶĚŽĨĂůůĞdžŝƐƚŝŶŐ ŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶ͖ĂŶĚ
ϰ͘ ĂůůƉƌŽƉŽƐĞĚĂŶĚĞdžŝƐƚŝŶŐĂĐĐĞƐƐƉŽŝŶƚƐƵƐĞĚƚŽƚĂdžŝĂŝƌĐƌĂĨƚĂĐƌŽƐƐƚŚĞĂŝƌƉŽƌƚ͛ƐƉƌŽƉĞƌƚLJ ďŽƵŶĚĂƌLJ͘
^ƵĐŚĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶƐĂŶĚĞĂĐŚĂŵĞŶĚŵĞŶƚ͕ƌĞǀŝƐŝŽŶ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƚŚĞƌĞŽĨ͕ƐŚĂůůďĞ ƐƵďũĞĐƚƚŽƚŚĞĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌLJǁŚŝĐŚĂƉƉƌŽǀĂůƐŚĂůůďĞĞǀŝĚĞŶĐĞĚďLJƚŚĞƐŝŐŶĂƚƵƌĞŽĨ ĂĚƵůLJĂƵƚŚŽƌŝnjĞĚƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨƚŚĞ^ĞĐƌĞƚĂƌLJŽŶƚŚĞĨĂĐĞŽĨƚŚĞĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶ͘dŚĞ ƐƉŽŶƐŽƌǁŝůůŶŽƚŵĂŬĞŽƌƉĞƌŵŝƚĂŶLJĐŚĂŶŐĞƐŽƌĂůƚĞƌĂƚŝŽŶƐŝŶƚŚĞĂŝƌƉŽƌƚŽƌĂŶLJŽĨŝƚƐĨĂĐŝůŝƚŝĞƐ ǁŚŝĐŚĂƌĞŶŽƚŝŶĐŽŶĨŽƌŵŝƚLJǁŝƚŚƚŚĞĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶĂƐĂƉƉƌŽǀĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĚ ǁŚŝĐŚŵŝŐŚƚ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕ĂĚǀĞƌƐĞůLJĂĨĨĞĐƚƚŚĞƐĂĨĞƚLJ͕ƵƚŝůŝƚLJŽƌĞĨĨŝĐŝĞŶĐLJŽĨ ƚŚĞĂŝƌƉŽƌƚ͘
ď͘ ^ƵďũĞĐƚƚŽƚŚĞ&ZĞĂƵƚŚŽƌŝnjĂƚŝŽŶĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝĨĂĐŚĂŶŐĞŽƌ ĂůƚĞƌĂƚŝŽŶŝŶƚŚĞĂŝƌƉŽƌƚŽƌƚŚĞĨĂĐŝůŝƚŝĞƐŝƐŵĂĚĞǁŚŝĐŚƚŚĞ^ĞĐƌĞƚĂƌLJĚĞƚĞƌŵŝŶĞƐĂĚǀĞƌƐĞůLJ ĂĨĨĞĐƚƐƚŚĞƐĂĨĞƚLJ͕ƵƚŝůŝƚLJ͕ŽƌĞĨĨŝĐŝĞŶĐLJŽĨĂŶLJĨĞĚĞƌĂůůLJŽǁŶĞĚ͕ůĞĂƐĞĚ͕ŽƌĨƵŶĚĞĚƉƌŽƉĞƌƚLJŽŶŽƌ ŽĨĨƚŚĞĂŝƌƉŽƌƚĂŶĚǁŚŝĐŚŝƐŶŽƚŝŶĐŽŶĨŽƌŵŝƚLJǁŝƚŚƚŚĞĂŝƌƉŽƌƚůĂLJŽƵƚƉůĂŶĂƐĂƉƉƌŽǀĞĚďLJƚŚĞ ^ĞĐƌĞƚĂƌLJ͕ƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌǁŝůů͕ŝĨƌĞƋƵĞƐƚĞĚ͕ďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͗ ϭ͘ ĞůŝŵŝŶĂƚĞƐƵĐŚĂĚǀĞƌƐĞĞĨĨĞĐƚŝŶĂŵĂŶŶĞƌĂƉƉƌŽǀĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͖Žƌ Ϯ͘ ďĞĂƌĂůůĐŽƐƚƐŽĨƌĞůŽĐĂƚŝŶŐƐƵĐŚƉƌŽƉĞƌƚLJ;ŽƌƌĞƉůĂĐĞŵĞŶƚƚŚĞƌĞŽĨͿƚŽĂƐŝƚĞĂĐĐĞƉƚĂďůĞƚŽ ƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĚĂůůĐŽƐƚƐŽĨƌĞƐƚŽƌŝŶŐƐƵĐŚƉƌŽƉĞƌƚLJ;ŽƌƌĞƉůĂĐĞŵĞŶƚƚŚĞƌĞŽĨͿƚŽƚŚĞůĞǀĞů ŽĨƐĂĨĞƚLJ͕ƵƚŝůŝƚLJ͕ĞĨĨŝĐŝĞŶĐLJ͕ĂŶĚĐŽƐƚŽĨŽƉĞƌĂƚŝŽŶĞdžŝƐƚŝŶŐďĞĨŽƌĞƚŚĞƵŶĂƉƉƌŽǀĞĚĐŚĂŶŐĞŝŶ ƚŚĞĂŝƌƉŽƌƚŽƌŝƚƐĨĂĐŝůŝƚŝĞƐĞdžĐĞƉƚŝŶƚŚĞĐĂƐĞŽĨĂƌĞůŽĐĂƚŝŽŶŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĂŶĞdžŝƐƚŝŶŐ ĂŝƌƉŽƌƚĨĂĐŝůŝƚLJĚƵĞƚŽĂĐŚĂŶŐĞŝŶƚŚĞ^ĞĐƌĞƚĂƌLJ͛ƐĚĞƐŝŐŶƐƚĂŶĚĂƌĚƐďĞLJŽŶĚƚŚĞĐŽŶƚƌŽůŽĨ ƚŚĞĂŝƌƉŽƌƚƐƉŽŶƐŽƌ͘
ϯϬ͘ ŝǀŝůZŝŐŚƚƐ͘
/ƚǁŝůůƉƌŽŵƉƚůLJƚĂŬĞĂŶLJŵĞĂƐƵƌĞƐŶĞĐĞƐƐĂƌLJƚŽĞŶƐƵƌĞƚŚĂƚŶŽƉĞƌƐŽŶŝŶƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐƐŚĂůů͕ŽŶ ƚŚĞŐƌŽƵŶĚƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ĂŶĚŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ ŶŐůŝƐŚƉƌŽĨŝĐŝĞŶĐLJͿŝŶĂĐĐŽƌĚĂŶĐĞ
ǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϳϴ^ƚĂƚ͘ϮϱϮ͕ϰϮh͘^͘͘ΑΑϮϬϬϬĚƚŽ ϮϬϬϬĚͲϰͿ͖ĐƌĞĞĚĂŶĚƐĞdž;ŝŶĐůƵĚŝŶŐƐĞdžƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚLJͿƉĞƌϰϵh͘^͘͘ΑϰϳϭϮϯ ĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͖ĂŐĞƉĞƌƚŚĞŐĞŝƐĐƌŝŵŝŶĂƚŝŽŶĐƚŽĨϭϵϳϱĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͖Žƌ ĚŝƐĂďŝůŝƚLJƉĞƌƚŚĞŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚŽĨϭϵϵϬĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͕ďĞĞdžĐůƵĚĞĚ ĨƌŽŵƉĂƌƚŝĐŝƉĂƚŝŽŶŝŶ͕ďĞĚĞŶŝĞĚƚŚĞďĞŶĞĨŝƚƐŽĨ͕ŽƌďĞŽƚŚĞƌǁŝƐĞƐƵďũĞĐƚĞĚƚŽĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶĂŶLJ ƉƌŽŐƌĂŵĂŶĚĂĐƚŝǀŝƚLJĐŽŶĚƵĐƚĞĚǁŝƚŚ͕ŽƌďĞŶĞĨŝƚŝŶŐĨƌŽŵ͕ĨƵŶĚƐƌĞĐĞŝǀĞĚĨƌŽŵƚŚŝƐ'ƌĂŶƚ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϱŽĨϭϵ 
Ă͘ hƐŝŶŐƚŚĞĚĞĨŝŶŝƚŝŽŶƐŽĨĂĐƚŝǀŝƚLJ͕ĨĂĐŝůŝƚLJ͕ĂŶĚƉƌŽŐƌĂŵĂƐĨŽƵŶĚĂŶĚĚĞĨŝŶĞĚŝŶϰϵ&Z ΑΑϮϭ͘Ϯϯ;ďͿĂŶĚϮϭ͘Ϯϯ;ĞͿ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůĨĂĐŝůŝƚĂƚĞĂůůƉƌŽŐƌĂŵƐ͕ŽƉĞƌĂƚĞĂůůĨĂĐŝůŝƚŝĞƐ͕Žƌ ĐŽŶĚƵĐƚĂůůƉƌŽŐƌĂŵƐŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚĂůůŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶƌĞƋƵŝƌĞŵĞŶƚƐŝŵƉŽƐĞĚďLJŽƌ ƉƵƌƐƵĂŶƚƚŽƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ͘
ď͘ ƉƉůŝĐĂďŝůŝƚLJ
ϭ͘ WƌŽŐƌĂŵƐĂŶĚĐƚŝǀŝƚŝĞƐ͘/ĨƚŚĞƐƉŽŶƐŽƌŚĂƐƌĞĐĞŝǀĞĚĂŐƌĂŶƚ;ŽƌŽƚŚĞƌĨĞĚĞƌĂůĂƐƐŝƐƚĂŶĐĞͿ ĨŽƌĂŶLJŽĨƚŚĞƐƉŽŶƐŽƌ͛ƐƉƌŽŐƌĂŵŽƌĂĐƚŝǀŝƚŝĞƐ͕ƚŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĞdžƚĞŶĚƚŽĂůůŽĨƚŚĞ ƐƉŽŶƐŽƌ͛ƐƉƌŽŐƌĂŵƐĂŶĚĂĐƚŝǀŝƚŝĞƐ͘
Ϯ͘ &ĂĐŝůŝƚŝĞƐ͘tŚĞƌĞŝƚƌĞĐĞŝǀĞƐĂŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞƚŽĐŽŶƐƚƌƵĐƚ͕ ĞdžƉĂŶĚ͕ƌĞŶŽǀĂƚĞ͕ƌĞŵŽĚĞů͕ĂůƚĞƌ͕ŽƌĂĐƋƵŝƌĞĂĨĂĐŝůŝƚLJ͕ŽƌƉĂƌƚŽĨĂĨĂĐŝůŝƚLJ͕ƚŚĞĂƐƐƵƌĂŶĐĞ ĞdžƚĞŶĚƐƚŽƚŚĞĞŶƚŝƌĞĨĂĐŝůŝƚLJĂŶĚĨĂĐŝůŝƚŝĞƐŽƉĞƌĂƚĞĚŝŶĐŽŶŶĞĐƚŝŽŶƚŚĞƌĞǁŝƚŚ͘ ϯ͘ ZĞĂůWƌŽƉĞƌƚLJ͘tŚĞƌĞƚŚĞƐƉŽŶƐŽƌƌĞĐĞŝǀĞƐĂŐƌĂŶƚŽƌŽƚŚĞƌ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝŶ ƚŚĞĨŽƌŵŽĨ͕ŽƌĨŽƌƚŚĞĂĐƋƵŝƐŝƚŝŽŶŽĨƌĞĂůƉƌŽƉĞƌƚLJŽƌĂŶŝŶƚĞƌĞƐƚŝŶƌĞĂůƉƌŽƉĞƌƚLJ͕ƚŚĞ ĂƐƐƵƌĂŶĐĞǁŝůůĞdžƚĞŶĚƚŽƌŝŐŚƚƐƚŽƐƉĂĐĞŽŶ͕ŽǀĞƌ͕ŽƌƵŶĚĞƌƐƵĐŚƉƌŽƉĞƌƚLJ͘ Đ͘ ƵƌĂƚŝŽŶ͘
dŚĞƐƉŽŶƐŽƌĂŐƌĞĞƐƚŚĂƚŝƚŝƐŽďůŝŐĂƚĞĚƚŽƚŚŝƐĂƐƐƵƌĂŶĐĞĨŽƌƚŚĞƉĞƌŝŽĚĚƵƌŝŶŐǁŚŝĐŚ&ĞĚĞƌĂů ĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝƐĞdžƚĞŶĚĞĚƚŽƚŚĞƉƌŽŐƌĂŵ͕ĞdžĐĞƉƚǁŚĞƌĞƚŚĞ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝƐ ƚŽƉƌŽǀŝĚĞ͕ŽƌŝƐŝŶƚŚĞĨŽƌŵŽĨ͕ƉĞƌƐŽŶĂůƉƌŽƉĞƌƚLJ͕ŽƌƌĞĂůƉƌŽƉĞƌƚLJ͕ŽƌŝŶƚĞƌĞƐƚƚŚĞƌĞŝŶ͕Žƌ ƐƚƌƵĐƚƵƌĞƐŽƌŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶ͕ŝŶǁŚŝĐŚĐĂƐĞƚŚĞĂƐƐƵƌĂŶĐĞŽďůŝŐĂƚĞƐƚŚĞƐƉŽŶƐŽƌ͕ŽƌĂŶLJ ƚƌĂŶƐĨĞƌĞĞĨŽƌƚŚĞůŽŶŐĞƌŽĨƚŚĞĨŽůůŽǁŝŶŐƉĞƌŝŽĚƐ͗
ϭ͘ ^ŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶĂŝƌƉŽƌƚ͕ŽƌĨŽƌĂŶŽƚŚĞƌƉƵƌƉŽƐĞŝŶǀŽůǀŝŶŐƚŚĞƉƌŽǀŝƐŝŽŶ ŽĨƐŝŵŝůĂƌƐĞƌǀŝĐĞƐŽƌďĞŶĞĨŝƚƐ͖Žƌ
Ϯ͘ ^ŽůŽŶŐĂƐƚŚĞƐƉŽŶƐŽƌƌĞƚĂŝŶƐŽǁŶĞƌƐŚŝƉŽƌƉŽƐƐĞƐƐŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚLJ͘ Ě͘ ZĞƋƵŝƌĞĚ^ŽůŝĐŝƚĂƚŝŽŶ>ĂŶŐƵĂŐĞ͘/ƚǁŝůůŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐŶŽƚŝĨŝĐĂƚŝŽŶŝŶĂůůƐŽůŝĐŝƚĂƚŝŽŶƐĨŽƌ ďŝĚƐ͕ZĞƋƵĞƐƚƐ&ŽƌWƌŽƉŽƐĂůƐĨŽƌǁŽƌŬ͕ŽƌŵĂƚĞƌŝĂůƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚŝŶĂůů ƉƌŽƉŽƐĂůƐĨŽƌĂŐƌĞĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐĂŝƌƉŽƌƚĐŽŶĐĞƐƐŝŽŶƐ͕ƌĞŐĂƌĚůĞƐƐŽĨĨƵŶĚŝŶŐƐŽƵƌĐĞ͗ ͞dŚĞ;΀^ĞůĞĐƚŝŽŶƌŝƚĞƌŝĂ͗^ƉŽŶƐŽƌEĂŵĞ΁Ϳ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨdŝƚůĞs/ŽĨƚŚĞ ŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϳϴ^ƚĂƚ͘ϮϱϮ͕ϰϮh͘^͘͘ΑΑϮϬϬϬĚƚŽϮϬϬϬĚͲϰͿĂŶĚƚŚĞZĞŐƵůĂƚŝŽŶƐ͕ ŚĞƌĞďLJŶŽƚŝĨŝĞƐĂůůďŝĚĚĞƌƐŽƌŽĨĨĞƌŽƌƐƚŚĂƚŝƚǁŝůůĂĨĨŝƌŵĂƚŝǀĞůLJĞŶƐƵƌĞƚŚĂƚĨŽƌĂŶLJĐŽŶƚƌĂĐƚ ĞŶƚĞƌĞĚŝŶƚŽƉƵƌƐƵĂŶƚƚŽƚŚŝƐĂĚǀĞƌƚŝƐĞŵĞŶƚ͕΀ƐĞůĞĐƚďƵƐŝŶĞƐƐĞƐ͕ŽƌĚŝƐĂĚǀĂŶƚĂŐĞĚďƵƐŝŶĞƐƐ ĞŶƚĞƌƉƌŝƐĞƐŽƌĂŝƌƉŽƌƚĐŽŶĐĞƐƐŝŽŶĚŝƐĂĚǀĂŶƚĂŐĞĚďƵƐŝŶĞƐƐĞŶƚĞƌƉƌŝƐĞƐ΁ǁŝůůďĞĂĨĨŽƌĚĞĚĨƵůůĂŶĚ ĨĂŝƌŽƉƉŽƌƚƵŶŝƚLJƚŽƐƵďŵŝƚďŝĚƐŝŶƌĞƐƉŽŶƐĞƚŽƚŚŝƐŝŶǀŝƚĂƚŝŽŶĂŶĚŶŽďƵƐŝŶĞƐƐĞƐǁŝůůďĞ ĚŝƐĐƌŝŵŝŶĂƚĞĚĂŐĂŝŶƐƚŽŶƚŚĞŐƌŽƵŶĚƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ ŶŐůŝƐŚ
ƉƌŽĨŝĐŝĞŶĐLJͿ͕ĐƌĞĞĚ͕ƐĞdž;ŝŶĐůƵĚŝŶŐƐĞdžƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚLJͿ͕ĂŐĞ͕ŽƌĚŝƐĂďŝůŝƚLJŝŶ ĐŽŶƐŝĚĞƌĂƚŝŽŶĨŽƌĂŶĂǁĂƌĚ͘͟
Ğ͘ ZĞƋƵŝƌĞĚŽŶƚƌĂĐƚWƌŽǀŝƐŝŽŶƐ͘
ϭ͘ /ƚǁŝůůŝŶƐĞƌƚƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐƌĞƋƵŝƌŝŶŐĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂĐƚƐĂŶĚ ƌĞŐƵůĂƚŝŽŶƐƌĞůĂƚŝǀĞƚŽŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ&ĞĚĞƌĂůůLJͲĂƐƐŝƐƚĞĚƉƌŽŐƌĂŵƐŽĨƚŚĞ ĞƉĂƌƚŵĞŶƚŽĨdƌĂŶƐƉŽƌƚĂƚŝŽŶ;KdͿ͕ĂŶĚŝŶĐŽƌƉŽƌĂƚŝŶŐƚŚĞĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐŝŶƚŽƚŚĞ ĐŽŶƚƌĂĐƚƐďLJƌĞĨĞƌĞŶĐĞŝŶĞǀĞƌLJĐŽŶƚƌĂĐƚŽƌĂŐƌĞĞŵĞŶƚƐƵďũĞĐƚƚŽƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ &ĞĚĞƌĂůůLJͲĂƐƐŝƐƚĞĚƉƌŽŐƌĂŵƐŽĨƚŚĞKdĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϲŽĨϭϵ 
Ϯ͘ /ƚǁŝůůŝŶĐůƵĚĞĂůŝƐƚŽĨƚŚĞƉĞƌƚŝŶĞŶƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂƵƚŚŽƌŝƚŝĞƐŝŶĞǀĞƌLJĐŽŶƚƌĂĐƚƚŚĂƚŝƐ ƐƵďũĞĐƚƚŽƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘ ϯ͘ /ƚǁŝůůŝŶƐĞƌƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐĂƐĂĐŽǀĞŶĂŶƚƌƵŶŶŝŶŐǁŝƚŚƚŚĞůĂŶĚ͕ŝŶ ĂŶLJĚĞĞĚĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĞĨĨĞĐƚŝŶŐŽƌƌĞĐŽƌĚŝŶŐĂƚƌĂŶƐĨĞƌŽĨƌĞĂůƉƌŽƉĞƌƚLJ͕ ƐƚƌƵĐƚƵƌĞƐ͕ƵƐĞ͕ŽƌŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶŽƌŝŶƚĞƌĞƐƚƚŚĞƌĞŝŶƚŽĂƐƉŽŶƐŽƌ͘ ϰ͘ /ƚǁŝůůŝŶƐĞƌƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐƉƌŽŚŝďŝƚŝŶŐĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨ ƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ
ŶŐůŝƐŚƉƌŽĨŝĐŝĞŶĐLJͿ͕ĐƌĞĞĚ͕ƐĞdž;ŝŶĐůƵĚŝŶŐ
ƐĞdžƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚLJͿ͕ĂŐĞ͕ŽƌĚŝƐĂďŝůŝƚLJĂƐĂĐŽǀĞŶĂŶƚƌƵŶŶŝŶŐǁŝƚŚƚŚĞ ůĂŶĚ͕ŝŶĂŶLJĨƵƚƵƌĞĚĞĞĚƐ͕ůĞĂƐĞƐ͕ůŝĐĞŶƐĞ͕ƉĞƌŵŝƚƐ͕ŽƌƐŝŵŝůĂƌŝŶƐƚƌƵŵĞŶƚƐĞŶƚĞƌĞĚŝŶƚŽďLJ ƚŚĞƐƉŽŶƐŽƌǁŝƚŚŽƚŚĞƌƉĂƌƚŝĞƐ͗
Ă͘ &ŽƌƚŚĞƐƵďƐĞƋƵĞŶƚƚƌĂŶƐĨĞƌŽĨƌĞĂůƉƌŽƉĞƌƚLJĂĐƋƵŝƌĞĚŽƌŝŵƉƌŽǀĞĚƵŶĚĞƌƚŚĞ ĂƉƉůŝĐĂďůĞĂĐƚŝǀŝƚLJ͕ƉƌŽũĞĐƚ͕ŽƌƉƌŽŐƌĂŵ͖ĂŶĚ
ď͘ &ŽƌƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶŽƌƵƐĞŽĨ͕ŽƌĂĐĐĞƐƐƚŽ͕ƐƉĂĐĞŽŶ͕ŽǀĞƌ͕ŽƌƵŶĚĞƌƌĞĂůƉƌŽƉĞƌƚLJ ĂĐƋƵŝƌĞĚŽƌŝŵƉƌŽǀĞĚƵŶĚĞƌƚŚĞĂƉƉůŝĐĂďůĞĂĐƚŝǀŝƚLJ͕ƉƌŽũĞĐƚ͕ŽƌƉƌŽŐƌĂŵ͘ Ĩ͘ /ƚǁŝůůƉƌŽǀŝĚĞĨŽƌƐƵĐŚŵĞƚŚŽĚƐŽĨĂĚŵŝŶŝƐƚƌĂƚŝŽŶĨŽƌƚŚĞƉƌŽŐƌĂŵĂƐĂƌĞĨŽƵŶĚďLJƚŚĞ ^ĞĐƌĞƚĂƌLJƚŽŐŝǀĞƌĞĂƐŽŶĂďůĞŐƵĂƌĂŶƚĞĞƚŚĂƚŝƚ͕ŽƚŚĞƌƌĞĐŝƉŝĞŶƚƐ͕ƐƵďͲƌĞĐŝƉŝĞŶƚƐ͕ƐƵďͲŐƌĂŶƚĞĞƐ͕ ĐŽŶƚƌĂĐƚŽƌƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͕ĐŽŶƐƵůƚĂŶƚƐ͕ƚƌĂŶƐĨĞƌĞĞƐ͕ƐƵĐĐĞƐƐŽƌƐŝŶŝŶƚĞƌĞƐƚ͕ĂŶĚŽƚŚĞƌ ƉĂƌƚŝĐŝƉĂŶƚƐŽĨ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌƐƵĐŚƉƌŽŐƌĂŵǁŝůůĐŽŵƉůLJǁŝƚŚĂůů ƌĞƋƵŝƌĞŵĞŶƚƐŝŵƉŽƐĞĚŽƌƉƵƌƐƵĂŶƚƚŽƚŚĞĂĐƚƐ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚƚŚŝƐĂƐƐƵƌĂŶĐĞ͘ Ő͘ /ƚĂŐƌĞĞƐƚŚĂƚƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŚĂƐĂƌŝŐŚƚƚŽƐĞĞŬũƵĚŝĐŝĂůĞŶĨŽƌĐĞŵĞŶƚǁŝƚŚƌĞŐĂƌĚƚŽĂŶLJ ŵĂƚƚĞƌĂƌŝƐŝŶŐƵŶĚĞƌƚŚĞĂĐƚƐ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚƚŚŝƐĂƐƐƵƌĂŶĐĞ͘ ϯϭ͘ ŝƐƉŽƐĂůŽĨ>ĂŶĚ͘
Ă͘ &ŽƌůĂŶĚƉƵƌĐŚĂƐĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌĂŝƌƉŽƌƚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƵƌƉŽƐĞƐ͕ŝŶĐůƵĚŝŶŐůĂŶĚ ƐĞƌǀŝŶŐĂƐĂŶŽŝƐĞďƵĨĨĞƌ͕ŝƚǁŝůůĚŝƐƉŽƐĞŽĨƚŚĞůĂŶĚ͕ǁŚĞŶƚŚĞůĂŶĚŝƐŶŽůŽŶŐĞƌŶĞĞĚĞĚĨŽƌƐƵĐŚ ƉƵƌƉŽƐĞƐ͕ĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞ͕ĂƚƚŚĞĞĂƌůŝĞƐƚƉƌĂĐƚŝĐĂďůĞƚŝŵĞ͘dŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨ ƐƵĐŚĚŝƐƉŽƐŝƚŝŽŶǁŚŝĐŚŝƐƉƌŽƉŽƌƚŝŽŶĂƚĞƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐΖƐŚĂƌĞŽĨĂĐƋƵŝƐŝƚŝŽŶŽĨƐƵĐŚůĂŶĚ ǁŝůůďĞ͕ĂƚƚŚĞĚŝƐĐƌĞƚŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌLJ͕;ϭͿƌĞŝŶǀĞƐƚĞĚŝŶĂŶŽƚŚĞƌƉƌŽũĞĐƚĂƚƚŚĞĂŝƌƉŽƌƚ͕Žƌ;ϮͿ ƚƌĂŶƐĨĞƌƌĞĚƚŽĂŶŽƚŚĞƌĞůŝŐŝďůĞĂŝƌƉŽƌƚĂƐƉƌĞƐĐƌŝďĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͘dŚĞ^ĞĐƌĞƚĂƌLJƐŚĂůůŐŝǀĞ ƉƌĞĨĞƌĞŶĐĞƚŽƚŚĞĨŽůůŽǁŝŶŐ͕ŝŶĚĞƐĐĞŶĚŝŶŐŽƌĚĞƌ͗
ϭ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽũĞĐƚ͖ Ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐƵŶĚĞƌϰϵh͘^͘͘ Αϰϳϭϭϳ;ĞͿ͖
ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐ ƵŶĚĞƌϰϵh͘^͘͘ΑΑϰϳϭϭϰ͕ϰϳϭϭϱ͕Žƌϰϳϭϭϳ͖
ϰ͘ dƌĂŶƐĨĞƌƚŽĂŶĞůŝŐŝďůĞƐƉŽŶƐŽƌŽĨĂŶŽƚŚĞƌƉƵďůŝĐĂŝƌƉŽƌƚƚŽďĞƌĞŝŶǀĞƐƚĞĚŝŶĂŶĂƉƉƌŽǀĞĚ ŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽũĞĐƚĂƚƚŚĂƚĂŝƌƉŽƌƚ͖Žƌ
ϱ͘ WĂLJŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌLJĨŽƌĚĞƉŽƐŝƚŝŶƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂLJdƌƵƐƚ&ƵŶĚ͘ /ĨůĂŶĚĂĐƋƵŝƌĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƵƌƉŽƐĞƐŝƐůĞĂƐĞĚĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞ ĂŶĚĐŽŶƐŝƐƚĞŶƚǁŝƚŚŶŽŝƐĞďƵĨĨĞƌŝŶŐƉƵƌƉŽƐĞƐ͕ƚŚĞůĞĂƐĞǁŝůůŶŽƚďĞĐŽŶƐŝĚĞƌĞĚĂĚŝƐƉŽƐĂůŽĨƚŚĞ ůĂŶĚ͘ZĞǀĞŶƵĞƐĚĞƌŝǀĞĚĨƌŽŵƐƵĐŚĂůĞĂƐĞŵĂLJďĞƵƐĞĚĨŽƌĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϳŽĨϭϵ 
ƉƌŽũĞĐƚƚŚĂƚǁŽƵůĚŽƚŚĞƌǁŝƐĞďĞĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐŽƌĂŶLJƉĞƌŵŝƚƚĞĚƵƐĞŽĨĂŝƌƉŽƌƚ ƌĞǀĞŶƵĞ͘
ď͘ &ŽƌůĂŶĚƉƵƌĐŚĂƐĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƵƌƉŽƐĞƐ;ŽƚŚĞƌƚŚĂŶŶŽŝƐĞ ĐŽŵƉĂƚŝďŝůŝƚLJͿ͕ŝƚǁŝůů͕ǁŚĞŶƚŚĞůĂŶĚŝƐŶŽůŽŶŐĞƌŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐ͕ĚŝƐƉŽƐĞŽĨƐƵĐŚ ůĂŶĚĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽƌŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ^ĞĐƌĞƚĂƌLJĂŶĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐΖƉƌŽƉŽƌƚŝŽŶĂƚĞƐŚĂƌĞŽĨƚŚĞĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽĨƚŚĞůĂŶĚ͘dŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨ ƐƵĐŚĚŝƐƉŽƐŝƚŝŽŶǁŚŝĐŚŝƐƉƌŽƉŽƌƚŝŽŶĂƚĞƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐΖƐŚĂƌĞŽĨƚŚĞĐŽƐƚŽĨĂĐƋƵŝƐŝƚŝŽŶŽĨ ƐƵĐŚůĂŶĚǁŝůů͕ƵƉŽŶĂƉƉůŝĐĂƚŝŽŶƚŽƚŚĞ^ĞĐƌĞƚĂƌLJ͕ďĞƌĞŝŶǀĞƐƚĞĚŽƌƚƌĂŶƐĨĞƌƌĞĚƚŽĂŶŽƚŚĞƌ ĞůŝŐŝďůĞĂŝƌƉŽƌƚĂƐƉƌĞƐĐƌŝďĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJ͘dŚĞ^ĞĐƌĞƚĂƌLJƐŚĂůůŐŝǀĞƉƌĞĨĞƌĞŶĐĞƚŽƚŚĞ ĨŽůůŽǁŝŶŐ͕ŝŶĚĞƐĐĞŶĚŝŶŐŽƌĚĞƌ͗
ϭ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽũĞĐƚ͖ Ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐƵŶĚĞƌϰϵh͘^͘͘ Αϰϳϭϭϳ;ĞͿ͖
ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐ ƵŶĚĞƌϰϵh͘^͘͘ΑΑϰϳϭϭϰ͕ϰϳϭϭϱ͕Žƌϰϳϭϭϳ͖
ϰ͘ dƌĂŶƐĨĞƌƚŽĂŶĞůŝŐŝďůĞƐƉŽŶƐŽƌŽĨĂŶŽƚŚĞƌƉƵďůŝĐĂŝƌƉŽƌƚƚŽďĞƌĞŝŶǀĞƐƚĞĚŝŶĂŶĂƉƉƌŽǀĞĚ ŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚLJƉƌŽũĞĐƚĂƚƚŚĂƚĂŝƌƉŽƌƚ͖Žƌ
ϱ͘ WĂLJŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌLJĨŽƌĚĞƉŽƐŝƚŝŶƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂLJdƌƵƐƚ&ƵŶĚ͘ Đ͘ >ĂŶĚƐŚĂůůďĞĐŽŶƐŝĚĞƌĞĚƚŽďĞŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐƵŶĚĞƌƚŚŝƐĂƐƐƵƌĂŶĐĞŝĨ;ϭͿŝƚŵĂLJďĞ ŶĞĞĚĞĚĨŽƌĂĞƌŽŶĂƵƚŝĐĂůƉƵƌƉŽƐĞƐ;ŝŶĐůƵĚŝŶŐƌƵŶǁĂLJƉƌŽƚĞĐƚŝŽŶnjŽŶĞƐͿŽƌƐĞƌǀĞĂƐŶŽŝƐĞďƵĨĨĞƌ ůĂŶĚ͕ĂŶĚ;ϮͿƚŚĞƌĞǀĞŶƵĞĨƌŽŵŝŶƚĞƌŝŵƵƐĞƐŽĨƐƵĐŚůĂŶĚĐŽŶƚƌŝďƵƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƐĞůĨͲ ƐƵĨĨŝĐŝĞŶĐLJŽĨƚŚĞĂŝƌƉŽƌƚ͘&ƵƌƚŚĞƌ͕ůĂŶĚƉƵƌĐŚĂƐĞĚǁŝƚŚĂŐƌĂŶƚƌĞĐĞŝǀĞĚďLJĂŶĂŝƌƉŽƌƚŽƉĞƌĂƚŽƌ ŽƌŽǁŶĞƌďĞĨŽƌĞĞĐĞŵďĞƌϯϭ͕ϭϵϴϳ͕ǁŝůůďĞĐŽŶƐŝĚĞƌĞĚƚŽďĞŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐŝĨ ƚŚĞ^ĞĐƌĞƚĂƌLJŽƌ&ĞĚĞƌĂůĂŐĞŶĐLJŵĂŬŝŶŐƐƵĐŚŐƌĂŶƚďĞĨŽƌĞĞĐĞŵďĞƌϯϭ͕ϭϵϴϳ͕ǁĂƐŶŽƚŝĨŝĞĚďLJ ƚŚĞŽƉĞƌĂƚŽƌŽƌŽǁŶĞƌŽĨƚŚĞƵƐĞƐŽĨƐƵĐŚůĂŶĚ͕ĚŝĚŶŽƚŽďũĞĐƚƚŽƐƵĐŚƵƐĞ͕ĂŶĚƚŚĞůĂŶĚ ĐŽŶƚŝŶƵĞƐƚŽďĞƵƐĞĚĨŽƌƚŚĂƚƉƵƌƉŽƐĞ͕ƐƵĐŚƵƐĞŚĂǀŝŶŐĐŽŵŵĞŶĐĞĚŶŽůĂƚĞƌƚŚĂŶ ĞĐĞŵďĞƌϭϱ͕ϭϵϴϵ͘
Ě͘ ŝƐƉŽƐŝƚŝŽŶŽĨƐƵĐŚůĂŶĚƵŶĚĞƌ;ĂͿ͕;ďͿ͕Žƌ;ĐͿǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƚĞŶƚŝŽŶŽƌƌĞƐĞƌǀĂƚŝŽŶŽĨ ĂŶLJŝŶƚĞƌĞƐƚŽƌƌŝŐŚƚƚŚĞƌĞŝŶŶĞĐĞƐƐĂƌLJƚŽĞŶƐƵƌĞƚŚĂƚƐƵĐŚůĂŶĚǁŝůůŽŶůLJďĞƵƐĞĚĨŽƌƉƵƌƉŽƐĞƐ ǁŚŝĐŚĂƌĞĐŽŵƉĂƚŝďůĞǁŝƚŚŶŽŝƐĞůĞǀĞůƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚ͘ ϯϮ͘
ŶŐŝŶĞĞƌŝŶŐĂŶĚĞƐŝŐŶ^ĞƌǀŝĐĞƐ͘
/ĨĂŶLJƉŚĂƐĞŽĨƐƵĐŚƉƌŽũĞĐƚŚĂƐƌĞĐĞŝǀĞĚ&ĞĚĞƌĂůĨƵŶĚƐƵŶĚĞƌŚĂƉƚĞƌϰϳϭƐƵďĐŚĂƉƚĞƌϭŽĨdŝƚůĞ ϰϵh͘^͕͘͘ŝƚǁŝůůĂǁĂƌĚĞĂĐŚĐŽŶƚƌĂĐƚ͕ŽƌƐƵďͲĐŽŶƚƌĂĐƚĨŽƌƉƌŽŐƌĂŵŵĂŶĂŐĞŵĞŶƚ͕ĐŽŶƐƚƌƵĐƚŝŽŶ ŵĂŶĂŐĞŵĞŶƚ͕ƉůĂŶŶŝŶŐƐƚƵĚŝĞƐ͕ĨĞĂƐŝďŝůŝƚLJƐƚƵĚŝĞƐ͕ĂƌĐŚŝƚĞĐƚƵƌĂůƐĞƌǀŝĐĞƐ͕ƉƌĞůŝŵŝŶĂƌLJĞŶŐŝŶĞĞƌŝŶŐ͕ ĚĞƐŝŐŶ͕ĞŶŐŝŶĞĞƌŝŶŐ͕ƐƵƌǀĞLJŝŶŐ͕ŵĂƉƉŝŶŐŽƌƌĞůĂƚĞĚƐĞƌǀŝĐĞƐŝŶƚŚĞƐĂŵĞŵĂŶŶĞƌĂƐĂĐŽŶƚƌĂĐƚĨŽƌ ĂƌĐŚŝƚĞĐƚƵƌĂůĂŶĚĞŶŐŝŶĞĞƌŝŶŐƐĞƌǀŝĐĞƐŝƐŶĞŐŽƚŝĂƚĞĚƵŶĚĞƌŚĂƉƚĞƌϭϭŽĨdŝƚůĞϰϬh^͕͘͘ŽƌĂŶ ĞƋƵŝǀĂůĞŶƚƋƵĂůŝĨŝĐĂƚŝŽŶƐͲďĂƐĞĚƌĞƋƵŝƌĞŵĞŶƚƉƌĞƐĐƌŝďĞĚĨŽƌŽƌďLJƚŚĞƐƉŽŶƐŽƌŽĨƚŚĞĂŝƌƉŽƌƚ͘ ϯϯ͘ &ŽƌĞŝŐŶDĂƌŬĞƚZĞƐƚƌŝĐƚŝŽŶƐ͘
/ƚǁŝůůŶŽƚĂůůŽǁĨƵŶĚƐƉƌŽǀŝĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚƚŽďĞƵƐĞĚƚŽĨƵŶĚĂŶLJƉƌŽũĞĐƚǁŚŝĐŚƵƐĞƐĂŶLJ ƉƌŽĚƵĐƚŽƌƐĞƌǀŝĐĞŽĨĂĨŽƌĞŝŐŶĐŽƵŶƚƌLJĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚŝŶǁŚŝĐŚƐƵĐŚĨŽƌĞŝŐŶĐŽƵŶƚƌLJŝƐůŝƐƚĞĚďLJ

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϴŽĨϭϵ 
ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐdƌĂĚĞZĞƉƌĞƐĞŶƚĂƚŝǀĞĂƐĚĞŶLJŝŶŐĨĂŝƌĂŶĚĞƋƵŝƚĂďůĞŵĂƌŬĞƚŽƉƉŽƌƚƵŶŝƚŝĞƐĨŽƌ ƉƌŽĚƵĐƚƐĂŶĚƐƵƉƉůŝĞƌƐŽĨƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŝŶƉƌŽĐƵƌĞŵĞŶƚĂŶĚĐŽŶƐƚƌƵĐƚŝŽŶ͘ ϯϰ͘ WŽůŝĐŝĞƐ͕^ƚĂŶĚĂƌĚƐ͕ĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
/ƚǁŝůůĐĂƌƌLJŽƵƚĂŶLJƉƌŽũĞĐƚĨƵŶĚĞĚƵŶĚĞƌĂŶŝƌƉŽƌƚ/ŵƉƌŽǀĞŵĞŶƚWƌŽŐƌĂŵ'ƌĂŶƚŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚƉŽůŝĐŝĞƐ͕ƐƚĂŶĚĂƌĚƐ͕ĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƉƉƌŽǀĞĚďLJƚŚĞ^ĞĐƌĞƚĂƌLJŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ ĐƵƌƌĞŶƚ&ĚǀŝƐŽƌLJŝƌĐƵůĂƌƐ;ŚƚƚƉƐ͗ͬͬǁǁǁ͘ĨĂĂ͘ŐŽǀͬĂŝƌƉŽƌƚƐͬĂŝƉͬŵĞĚŝĂͬĂŝƉͲƉĨĐͲĐŚĞĐŬůŝƐƚ͘ƉĚĨͿĨŽƌ /WƉƌŽũĞĐƚƐĂƐŽĨ΀^ĞůĞĐƚŝŽŶƌŝƚĞƌŝĂ͗WƌŽũĞĐƚƉƉůŝĐĂƚŝŽŶĂƚĞ΁͘ ϯϱ͘ ZĞůŽĐĂƚŝŽŶĂŶĚZĞĂůWƌŽƉĞƌƚLJĐƋƵŝƐŝƚŝŽŶ͘
Ă͘ /ƚǁŝůůďĞŐƵŝĚĞĚŝŶĂĐƋƵŝƌŝŶŐƌĞĂůƉƌŽƉĞƌƚLJ͕ƚŽƚŚĞŐƌĞĂƚĞƐƚĞdžƚĞŶƚƉƌĂĐƚŝĐĂďůĞƵŶĚĞƌ^ƚĂƚĞůĂǁ͕ ďLJƚŚĞůĂŶĚĂĐƋƵŝƐŝƚŝŽŶƉŽůŝĐŝĞƐŝŶ^ƵďƉĂƌƚŽĨϰϵ&ZWĂƌƚϮϰĂŶĚǁŝůůƉĂLJŽƌƌĞŝŵďƵƌƐĞ ƉƌŽƉĞƌƚLJŽǁŶĞƌƐĨŽƌŶĞĐĞƐƐĂƌLJĞdžƉĞŶƐĞƐĂƐƐƉĞĐŝĨŝĞĚŝŶ^ƵďƉĂƌƚ͘ ď͘ /ƚǁŝůůƉƌŽǀŝĚĞĂƌĞůŽĐĂƚŝŽŶĂƐƐŝƐƚĂŶĐĞƉƌŽŐƌĂŵŽĨĨĞƌŝŶŐƚŚĞƐĞƌǀŝĐĞƐĚĞƐĐƌŝďĞĚŝŶ^ƵďƉĂƌƚŽĨϰϵ &ZWĂƌƚϮϰĂŶĚĨĂŝƌĂŶĚƌĞĂƐŽŶĂďůĞƌĞůŽĐĂƚŝŽŶƉĂLJŵĞŶƚƐĂŶĚĂƐƐŝƐƚĂŶĐĞƚŽĚŝƐƉůĂĐĞĚƉĞƌƐŽŶƐĂƐ ƌĞƋƵŝƌĞĚŝŶ^ƵďƉĂƌƚĂŶĚ
ŽĨϰϵ&ZWĂƌƚϮϰ͘
Đ͘ /ƚǁŝůůŵĂŬĞĂǀĂŝůĂďůĞǁŝƚŚŝŶĂƌĞĂƐŽŶĂďůĞƉĞƌŝŽĚŽĨƚŝŵĞƉƌŝŽƌƚŽĚŝƐƉůĂĐĞŵĞŶƚ͕ĐŽŵƉĂƌĂďůĞ ƌĞƉůĂĐĞŵĞŶƚĚǁĞůůŝŶŐƐƚŽĚŝƐƉůĂĐĞĚƉĞƌƐŽŶƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ^ƵďƉĂƌƚ ŽĨϰϵ&ZWĂƌƚϮϰ͘
ϯϲ͘ ĐĐĞƐƐLJ/ŶƚĞƌĐŝƚLJƵƐĞƐ͘
dŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌǁŝůůƉĞƌŵŝƚ͕ƚŽƚŚĞŵĂdžŝŵƵŵĞdžƚĞŶƚƉƌĂĐƚŝĐĂďůĞ͕ŝŶƚĞƌĐŝƚLJďƵƐĞƐŽƌ ŽƚŚĞƌŵŽĚĞƐŽĨƚƌĂŶƐƉŽƌƚĂƚŝŽŶƚŽŚĂǀĞĂĐĐĞƐƐƚŽƚŚĞĂŝƌƉŽƌƚ͖ŚŽǁĞǀĞƌ͕ŝƚŚĂƐŶŽŽďůŝŐĂƚŝŽŶƚŽĨƵŶĚ ƐƉĞĐŝĂůĨĂĐŝůŝƚŝĞƐĨŽƌŝŶƚĞƌĐŝƚLJďƵƐĞƐŽƌĨŽƌŽƚŚĞƌŵŽĚĞƐŽĨƚƌĂŶƐƉŽƌƚĂƚŝŽŶ͘ ϯϳ͘ ŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞƐ͘
dŚĞƐƉŽŶƐŽƌƐŚĂůůŶŽƚĚŝƐĐƌŝŵŝŶĂƚĞŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ͕ŽƌƐĞdž͕ŝŶƚŚĞĂǁĂƌĚ ĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶLJKdͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚĐŽǀĞƌĞĚďLJϰϵ&ZWĂƌƚϮϲ͕ŽƌŝŶƚŚĞĂǁĂƌĚĂŶĚ ƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶLJĐŽŶĐĞƐƐŝŽŶĂĐƚŝǀŝƚLJĐŽŶƚƌĂĐƚĐŽǀĞƌĞĚďLJϰϵ&ZWĂƌƚϮϯ͘/ŶĂĚĚŝƚŝŽŶ͕ƚŚĞƐƉŽŶƐŽƌ ƐŚĂůůŶŽƚĚŝƐĐƌŝŵŝŶĂƚĞŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶŽƌƐĞdžŝŶƚŚĞĂĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨŝƚƐ ŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞ;
ͿĂŶĚŝƌƉŽƌƚŽŶĐĞƐƐŝŽŶƐŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ

ŶƚĞƌƉƌŝƐĞ;
ͿƉƌŽŐƌĂŵƐŽƌƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϰϵ&ZWĂƌƚƐϮϯĂŶĚϮϲ͘dŚĞƐƉŽŶƐŽƌƐŚĂůůƚĂŬĞ ĂůůŶĞĐĞƐƐĂƌLJĂŶĚƌĞĂƐŽŶĂďůĞƐƚĞƉƐƵŶĚĞƌϰϵ&ZWĂƌƚƐϮϯĂŶĚϮϲƚŽĞŶƐƵƌĞŶŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶƚŚĞ ĂǁĂƌĚĂŶĚĂĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨKdͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚƐ͕ĂŶĚͬŽƌĐŽŶĐĞƐƐŝŽŶĐŽŶƚƌĂĐƚƐ͘dŚĞƐƉŽŶƐŽƌ͛Ɛ 
ĂŶĚ
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ϯϴ͘ ,ĂŶŐĂƌŽŶƐƚƌƵĐƚŝŽŶ͘
/ĨƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌĂŶĚĂƉĞƌƐŽŶǁŚŽŽǁŶƐĂŶĂŝƌĐƌĂĨƚĂŐƌĞĞƚŚĂƚĂŚĂŶŐĂƌŝƐƚŽďĞ ĐŽŶƐƚƌƵĐƚĞĚĂƚƚŚĞĂŝƌƉŽƌƚĨŽƌƚŚĞĂŝƌĐƌĂĨƚĂƚƚŚĞĂŝƌĐƌĂĨƚŽǁŶĞƌ͛ƐĞdžƉĞŶƐĞ͕ƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌ ŽƉĞƌĂƚŽƌǁŝůůŐƌĂŶƚƚŽƚŚĞĂŝƌĐƌĂĨƚŽǁŶĞƌĨŽƌƚŚĞŚĂŶŐĂƌĂůŽŶŐƚĞƌŵůĞĂƐĞƚŚĂƚŝƐƐƵďũĞĐƚƚŽƐƵĐŚ ƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽŶƚŚĞŚĂŶŐĂƌĂƐƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌŵĂLJŝŵƉŽƐĞ͘

EXHIBIT B















 


 ŝ ƌ Ɖ Ž ƌ ƚ  ^ Ɖ Ž Ŷ Ɛ Ž ƌ   Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ  ϱ ͬ Ϯ Ϭ Ϯ Ϯ    WĂŐĞϭϵŽĨϭϵ 
ϯϵ͘ ŽŵƉĞƚŝƚŝǀĞĐĐĞƐƐ͘
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ϭ͘ ĞƐĐƌŝďĞƐƚŚĞƌĞƋƵĞƐƚƐ͖
Ϯ͘ WƌŽǀŝĚĞƐĂŶĞdžƉůĂŶĂƚŝŽŶĂƐƚŽǁŚLJƚŚĞƌĞƋƵĞƐƚƐĐŽƵůĚŶŽƚďĞĂĐĐŽŵŵŽĚĂƚĞĚ͖ĂŶĚ ϯ͘ WƌŽǀŝĚĞƐĂƚŝŵĞĨƌĂŵĞǁŝƚŚŝŶǁŚŝĐŚ͕ŝĨĂŶLJ͕ƚŚĞĂŝƌƉŽƌƚǁŝůůďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞƚŚĞ ƌĞƋƵĞƐƚƐ͘
ď͘ ^ƵĐŚƌĞƉŽƌƚƐŚĂůůďĞĚƵĞŽŶĞŝƚŚĞƌ&ĞďƌƵĂƌLJϭŽƌƵŐƵƐƚϭŽĨĞĂĐŚLJĞĂƌŝĨƚŚĞĂŝƌƉŽƌƚŚĂƐďĞĞŶ ƵŶĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞƚŚĞƌĞƋƵĞƐƚ;ƐͿŝŶƚŚĞƐŝdžŵŽŶƚŚƉĞƌŝŽĚƉƌŝŽƌƚŽƚŚĞĂƉƉůŝĐĂďůĞĚƵĞĚĂƚĞ͘ 

EXHIBIT B















 
CITY OF FRESNO, CALIFORNIA –

DEPARTMENT OF AIRPORTS

MINIMUM STANDARDS FOR

FRESNO CHANDLER EXECUTIVE AIRPORT
SECTION 1. PURPOSES OF MINIMUM STANDARDS AND APPLICABILITY The City of Fresno, California recognizes the prohibition imposed by Section 308 of the Federal Aviation Act against granting an ex clusive right to conduct any aeronautical activity at a Public Airport, and recognizes the City has agreed to the same prohibition in its acceptance of airport improvement grants from the Federal Aviation Administration.

Moreover, the City wishes that there be he althy competition at the Fresno Chandler Executive Airport, conducted on a level playin g field, and wishes that a broad array of high-quality products and services be available at the Airport. The City is publishing these Minimum Standards so that any Entity interested in engaging in any Revenue Generating Aviation Activity at the Airpor t may know the principles that apply and the requirements that must be met and mainta ined. Note, however, that it is not the
intention of the City to creat e any private right of action to enforce these Minimum Standards.

These Minimum Standards do not apply to Entities previously authorized to offer or conduct specific Revenue Generating Aviation Ac tivities at, on or from the Airport. The standards each such previously authorized Entity has been meeting shall comprise that Entity’s minimum standards and must be maintained by that Entity. However, should any previously authorized Entity be granted authority to engage in additional Revenue Generating Aviation Activities, then, as a condi tion of such additional authorization, these Minimum Standards shall apply to eac h and every Business authorized, including the Revenue Generating Aviation Activities previously authorized. Further, these Minimum Standards shall apply to each a nd every authorized Business, upon any renewal or extension of a previously authorized Entity’s Agreement or Lease.

SECTION 2. DEFINITIONS
The following terms shall have the meanings indicated:

Agreement or Lease – a written, enforceable contract, regardless of its duration or term, between the City and an Entity, which authorizes that Entity to engage in some Revenue Generating Aviation Activity at the Airport and/or which may cover tha t entity’s use or occupy of space at the Airport.

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Aircraft – are aeronautical vehicles or devices including, but not limited to, powered fixed wing airplanes, rotorcraft, dirigibles and blimps, and non-powered gliders, rotorcraft and balloons.

Aircraft Operation – is any arrival or departure of an Aircraft at the Airport or any Aircraft movement on the AOA. .

Aircraft Operations Area or AOA – all the runways, taxiways, helipads, Ramps, hold areas and any other area used or intended to be used for the take off or landing or surface maneuvering of Aircraft, or any areas within the perimeter fence and adjacent to surface maneuvering areas.

Airline – an Entity operating Aircraft pursuant to Part 121 or Part 135 of the FARs.

Airport – the Fresno Chandler Executive Airport unless the context indicates Fresno Yosemite International Airport (FYI) as well.

Airport Layout Plan or ALP – a plan view of an airport, drawn to scale and showing all that airport’s aeronautical and other Improvements and projected future Improvements – as amended from time-to-time, and as approved by the FAA.

Airport Master Plan or Master Plan – a comprehensive document that considers an airport’s history, regional demographic changes, and other relevant factors and trends; then projects traffic and use for the fu ture, then examines the probable noise, environmental and other impacts of same; and, finally, programs an orderly and balanced plan of Airport development to accommodate anticipated demand while minimizing adverse impacts. The major airpor t land use allocations are illustrated in a complementary ALP.

Airworthy – an Aircraft that is compliant with the FARs and safe to fly.

Business - a Revenue Generating Aviation Activity
City - The City of Fresno, California, a municipal corporation.

Core FBO Services - see FBO below
Department of Airports or Department - The City’s Department of Airports.

Derelict Aircraft – an Aircraft: that has not been Airwor thy for six months or more and :
(1) is not in the process of being made Ai rworthy; or (2) is not in the process of rehabilitation for public display; or (3) has not been specially prepared, treated and preserved for future rehabilitation. An Aircra ft will be presumed a Derelict Aircraft if it has not been Airworthy for six m onths or more and is obviously deteriorating (tires flat and/or drying out or cracking; or rubber d rying out and losing resiliency; or paint

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oxidizing, crazing and/or flaking off; or Plexiglas discoloring, cracking or crazing; or metal corroding or rusting; or fabric fraying; etc.).

Director of Aviation or Director - the individual filling the position of the City’s Director of Aviation, or an individual authorized to represent him/her.

Entity - an individual or a firm, corporation, pa rtnership, joint venture or other legal person.

Equipment – all tools, tooling and machinery, togeth er with the supplies and apparatus necessary to properly conduct the Revenue-Generating Aviation Activity authorized.

FAA – the Federal Aviation Administration.

FAR or FARs – the then current Federal Air Regulations.

FCH - Fresno Chandler Executive Airport
FCH Environs Specific Plan or FCH Specific Plan - a comprehensive airport planning document that considers the development poli cies and standards of the City of Fresno General Plan and the Edison Community P lan, including related environmental impact analyses as required by the California Environmental Quality Act or CEQA.

Fixed Base Operator or FBO – is an Entity authorized and required to offer ,a t a
minimum, to the operators of based and transient/itinerant personal or business Aircraft up to 12,500# gross weight: (1) retail sales and delivery into-plane of Aircraft fuels, lubricants and additives; (2) overnight ti e-down and hangarage; (3) minor Aircraft maintenance, servicing and repair; (4) tire “airing” and battery “boosts”; (5) pilot and passenger waiting lounge with restrooms a nd public phones and direct-access to the most current aviation weather information; (6) air-to-ground rad io communications; (7) removal of disabled Aircraft from the AOA (these activities 1 –7 are, collectively, the “Core FBO Services ”). FBOs may be authorized to engage in Revenue -Generating Aviation Activities in addition to, but in not in substitution of, the Core FBO Services. An FBO may enter a Subcontract with a third party to provide Core FBO Service no. 3, light Aircraft and powerplant servicing, maintenan ce and repair, and/or additional, non-Core FBO Services, provided such Subcontracto r holds or enters a complementary Agreement with the City.

Note: Only FBOs will be authorized to offer retail sales and/or delivery into-plane of Aircraft fuels. City also retains its right to offer retail sales and/or delivery into-plane of Aircraft fuels.

FYI - Fresno Yosemite International Airport

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Improvements – all buildings, structures, and facilities including, but not limited to, pavement, fencing, signs and landscaping cons tructed, installed or placed on, under or above any leased area by, or with the concurrence of, a Lessee of Airport property.

Leased Premises or Premises – real estate at the Airport covered by an Agreement or Lease.

Lessee or Operator or Tenant – an Entity that has entered an Agreement or Lease with the Department.

Lessor or Landlord – the Department
Mobile Service Provider or MSP - an Entity that conducts one or more authorized Revenue Generating Aviation Activities on, at or from the Airport, but does not operate out of leased or Subleased Premises. Examples of MSPs include, but are not limited to, Aircraft mechanics, flight instructors, Aircraft detailers, and oil recyclers.

On Demand Air Transportation - is unscheduled commercial air transportation for hire operated under FAR parts 119 and 135
Preventive Aircraft Maintenance - maintenance that is not considered a major aircraft alteration or repair and does not involve complex assembly operations listed in FAR Part 43.

Public Airport - an airport used or intended to be us ed for public purposes (A) that is under the control of a public agency and (B) of which the area used or intended to be used for the landing, taking off, or surface maneuvering of Aircraft is publicly owned.

Ramp – paved areas suitable for parking Aircraft.

Repair Facility – a facility (sometimes called a shop) that is used for repairing Aircraft or Aircraft systems, components or accessor ies including, without limitation thereto, engines, powerplants, propellers, radios, navigational aids and instruments Revenue-Generating Aviation Activity – any commercial activity which relates to the fabrication, operation, maintenance, modi fication, repair, cleaning [exterior and/or interior], refurbishing, restoration, overhaul, painting, plating or refinishing of Aircraft; or of the airframes, powerplants, componen ts, equipment, systems or accessories of Aircraft Revenue-Generating Aviation Activities include, but are not limited to, pilot
training; demonstr ation flights; “dog -fighting”; Aircraft rental; sightsee ing flights; glider towing; parachuting; “sky diving”; aerial ambula nce; aerial firefighting; aerial photography or surveying; aerial advertising; aerial traffic or news reporting; powerline, pipeline or other aerial patrolli ng; aerial application; weather modification; air taxi or charter; Aircraft sales, including fracti onal ownership; commercial flying clubs; management of Aircraft owned by others; Aircraft scheduling: passenger handling; ground handling; passenger security screening; baggage, mail or freight

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loading/unloading and/or transportation on the Airport; Aircraft marshalling and push- back; receipt and/or storage on the Airport of mail, baggage or freight; flight dispatch; loading bridge operation; the sale and/or deliv ery or installation of Aircraft components, parts, systems or accessories, and the sale and/or delivery of products used by or in Aircraft, including fuel, lubricants, additives, oxygen and flight meals.

Revenue Generating Aviation Activities do not include any of the above activities if conducted by a governmental unit or agen cy in support of its governmental functions; nor do Revenue-Generating Aviation Activities include Airline operations or any of the above activities conducted by an Airline with its own employees in support of its Airline operations; nor do Revenue Generating Aviation Ac tivities include Aircraft Operations by transient or itinerant Aircraft, or non-co mmercial Aircraft operations by personal or business aircraft based at the Airport in a Leased hangar or tie-down space.

Specialized Aviation Service Operator or SASO – an Entity that is authorized to engage in one or more Revenue Generating Aviation Activities, but is not an FBO.

Sublease or Subcontract - a written agreement stating the terms and conditions under which a third party Entity (the Sublessee or Subcontractor) rents space ( Subleased Premises) at the Airport from a Lessee, and/or conducts a Revenue Generating Aviation Activity from a Lessee’s Premises. A Sublease or Subcontract can not authorize the Sublessee or Subcontractor to conduct any Business at the Airport:
business privileges can be authorized only by the City, in a complementary Agreement between the Subcontractor or Sublessee and the City
Through-the-Fence Business Operation - An aviation-related business activity located in the immediate vicinity of the Airpor t, but not on Airport property, which activity would be a Revenue Generating Aviation Activity if located at or on Airport property; and which requires some entrance upon Airport pr operty by the business operator for the business activity to be accomplished. A Through-the-Fence Business Operation relies upon Airport users as a continuous and signif icant source of its business. An example would be an Aircraft inspection and repair business where the Aircraft or a major Aircraft component is ground transported off the Airport for the inspection and repair and returned to the Airport upon completion of the inspection and repair.

SECTION 3. STATEMENT OF POLICY - PRINCIPLES APPLYING
It is the policy of the City to operate and develop FCH as a reliever airport for t he City’s airline airport, FYI, with FCH primarily serving general aviation Aircraft. Both Airports will be operated and developed by the Department as a financially self-supporting, complementary system of airports serving the entire range of airport users safely, securely and efficiently, offering reliable, high quality aviation products and services to meet the air transportation needs and desires of the region ’s citizens, visitors, commerce and economy in an environmentally friendly manner and as a good neighbor.

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To meet these policy goals, the Department shall be guided by the following principles:

1. No Entity may regularly engage in any Revenue Generating Aviation Activity at, on or from the Airport without first entering a written Agreement with the City which will prescribe the Revenue Generating Aviation Activity or Activities authorized and/or required to be offered.

2. Entities so authorized will be required to make a financial investment in Improvements and/or Equipment sufficient to satisfy the reasonably anticipated demand for the Business(es) authorized.

3. The rents, fees and/or charges char ged to their clients and customers by authorized Entities shall not be higher than are reasonable and customary in that trade or business in Central California.

4. The rents, fees and/or charges charged by the Department shall be fair and not unduly discriminatory, taking int o consideration the Department ’s direct and indirect costs of providing, maintaining, se rvicing and keeping secure the Airport, including the rented or Subleased Pr emises, the market value of same, the revenue potential of the Revenue Generating Aviation Activities authorized and their relative importance to the region. Before commencing Business operations, authorized Entities shall post and maintain security equivalent to not less than three months’ of the anticipated rents fees and/or charges payable to the Department.

5. The term of any Agreement, including any options to extend, shall be no longer than required to reasonably amortize the investment in Improvements to Airport Premises that the Lessee is required to make.

6. In addition to compliance with all applicable building, zoning and hazard codes and the FCH Specific Plan, all Improvements must be approved by the Department as to architectural suitabili ty, location and height with respect to other Airport facilities. No Improvement will be permitted that in any way interferes with or derogates Airport oper ations, or other Airport facilities, or encroaches into or conflicts with any building restriction line or safety area depicted on the current ALP.

7. The then effective Airport Master Plan and FCH Specific Plan shall control the types, placement and sizing of all future facilities at the Airport. No extant facility that does not conform with the then current Airport Master Plan and FCH Specific Plan shall be used or leased on terms that might impede or delay the timely development of the Airport in conformity with the then current Airport Master Plan and FCH Specific Plan, nor shall any Improv ements to such facility be allowed if that might impede or delay timely subsequent development of the Airport in conformity with the said Master Plan and FCH Specific Plan.

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8. The highest and best use shall be made of the limited Airport premises so as to maximize the capacity of the Airports system to meet the air transportation needs and desires of the Airports’ region. Lower or lesser uses may be authorized on an interim basis to provide interim revenues to the Department, but any such lower or lesser use(s) shall be on bases that will not impede or delay the eventual highest and best use. Hangars shal l be used for the storage of Aircraft that are Airworthy or in the process of being made Airworthy and Aircraft associated support materials, AND/OR in the case of authorized FBOs or SASOs for the conduct of their authorized Business(es). Without limiting the generality of the foregoing, no hangar may be used pr imarily for storing or inventorying personal property that is not closely associated with the servicing, maintenance and/or care of Airworthy Aircraft or Airc raft actively in process of being made Airworthy, or being prepared for public display, or being specially prepared, treated and preserved for future rehabilitation.

9. Through-the-Fence Business Operations shall be authorized only if the products or services to be offered are not already available on the Airport and there is no reasonable possibility of accommodating the Through-the-Fence applicant on the Airport.

SECTION 4. GENERAL LEASE PROVISIONS/OBLIGATIONS; INCORPORATION

BY REFERENCE
All Agreements authorizing any Revenue Generating Aviation Activity at the Airport shall incorporate by reference the following provisions and the then effective Minimum Standards, but only to the extent each such pr ovision or standard is not in conflict with any express provision of the Agreement. In the case of any conflict, the Agreement shall control.

1. Employee Conduct and Customer Service Emphasis
A. Management Control and Supervision - Each authorized Operator is required to employ the necessary quantity of trained management and supervisors to provide for the safe, secure, and timely compliance with its Lease obligations.

B. Personnel Training and Certification - All authorized Operator personnel shall be fully qualified and trained to provide a high quality standard of courteous, efficient, and safe service to the public and customers.

Personnel shall meet all Federal, State, and local certification and licensing requirements applicable to their individual duties.

2. Facilities for the storage and disposal of toxic materials and contaminants must comply with all applicable governmental rules, regulations, standards and requirements. Operator will obtain all nec essary permits for storage and disposal

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and will provide Lessor with copies of such permits and evidence of compliance with the terms and conditions thereof. Im proper storage or disposal of toxic materials or contaminants shall be grounds for termination of the lease. Operator shall be liable for the costs of correcti ng any contamination or damage to the Leased Premises and/or adjacent areas caused by improper storage, disposal or use of any such materials, which liability shall survive the expiration or earlier termination of the Lease.

3. Nothing contained in the Lease shall be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by Section 308 (a) of the Fede ral Aviation Act of 1958, as amended, and the City reserves the right to gran t to others the privilege and right of conducting any one or all activities of an aeronautical nature, so long as they meet the Minimum Standards.

4. The City reserves the right, but shall no t be obligated to the Operator, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the airport, together with the right to direct and control all use of said landing area and facilities, including Operator’s use.

5. The City reserves the right to furthe r develop or improve the AOA as it deems necessary, regardless of the desires or view of the Operator, and without interference or hindrance by or from the Operator.

6. During the time of war or national emer gency, the City shall have the right to Lease the landing area or any part thereof to the United States Government for military use, and if such Lease is executed, the provisions of the Operator’s Lease insofar as they are inconsistent wi th the provisions of the Government ’s Lease, shall be suspended.

7. The City reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction together with the right to prevent the Operator from erecting, or permitting to be erected any building or other structure on or adjacent to the Ai rport which, in the opinion of the City, would limit the usefulness of the Airport or constitute a hazard to Aircraft.

8. The Lease shall be subordinate to the provisions of any existing or future agreement between the City and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the receipt or expenditure of Federal funds for the development of the Airport.

9. The Operator shall not assign or otherwise transfer any interest in Operator’s Lease, nor shall Operator Sublease or assign any interest in its Leased Premises or any portion thereof without the express, written consent of the City.

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10. No Airport facilities, including hangars, Ramps and vehicular parking areas, shall be used for the storage of cars, trucks , recreational vehicles, boats, trailers, mobile homes, household furnishings or any other personal property not associated with the conduct of the Business or use authorized. Without limiting the generality of the foregoing, Operator shall not store at the Airport any Derelict Aircraft, nor shall Operator allow its Premises at the Airport to be used for the storage of Derelict Aircraft.

11. Operator shall submit on an annu al basis all information deemed by the Department to be relevant to Operator’s credit worthiness and financial stability.

Operator is required to satisfy the Director that it is financially able to perform the services authorized in its Agreement. This shall include the responsibility to demonstrate continued financial solvency and business ability by submitting an annual financial statement, credit references, and any other proof the Director may require from time to time. Information provided shall be in a format determined by and acceptable to the Dire ctor. The Director shall be the final judge as to the qualifications and financ ial ability of Operator. Operator agrees that the Director may undertake such in vestigation and inspection as it deems necessary and appropriate.

12. The use of any Airport Premises shall conform to all applicable Airport /local/ state/ federal rules and regulations including but not limited to; building and fire codes; E.P.A. regulations and storm water discharge permit restrictions.

13. During Operator’s activity at the Fresno Chandler Executive Airport, the Operator shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide, or (ii) authorized by CITY'S Risk Manager or his/her designee. The following policies of insurance are required:
(i) COMMERCIAL GENERAL LIABILITY insurance which shall
be at least as broad as Insurance Services Office (ISO) form CG 00 01 and shall include coverage for “bodily injury”, “property damage” and “personal and advertising injury”, including premises and operation, products and completed operations, contractual liability and hangar keepers liability (if applicable) with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury and $2,000,000 aggregate for products and completed operations.

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(ii) COMMERCIAL AIRCRAFT LIABILITY insurance which shall include coverage for “bodily injury” (including passengers) and “property damage”, including aircraft personal injury liability, newly acquired aircraft liability, non-owned aircraft liability, hangar keepers liability and contractual liability with limits of liability of not less than $10,000,000 per occurrence for bodily injury and property damage [required only if Operator’s activity includes the operation of aircraft]. (iii) COMMERCIAL AUTOMOBILE LIABILITY insurance which
shall be at least as broad as the most current version of Insurance Services Office (ISO) form CA 00 01 and shall include coverage for “any auto” wi th limits of liability of not less than $1,000,000 per accident for bodily and property damage.
(iv) Fire and Extended Coverage Insurance against loss or damage to the building or structure, including improvements and betterments, by fire and lightning, with extended
coverage insurance for vandalism and malicious mischief insurance and sprinkler system leakage insurance. Such extended coverage insurance will, as nearly as practicable, cover loss or damage by explosi on, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are
normally covered by such insurance. Such insurance will be in an amount equal to the full replacement cost (without deduction for depreciation) of the building or structure, including improvements and betterments, with no
coinsurance penalty.
(v) WORKERS' COMPENSATION insurance as required under
the California Labor Code.
(vi) EMPLOYERS’ LIABILITY insurance with minimum limits of $1,000,000 each accident, $1,000,000 disease each
employee and $1,000,000 disease policy limit [required only if Operator has employees].

All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-re newed, reduced in coverage or in limits except after thirty (30) calendar day writt en notice by certified mail, return receipt requested, has been given to the City. Upo n issuance by the insurer, broker or agent of a notice of cancellation, non-rene wal or reduction in coverage or limits, Operator shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy(ies) are due to expire during Ope rator’s activity at Fresno Chandler Executive Ai rport, Operator shall provide a new

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certificate and all applicable endorsements evidencing renewal of such policy(ies) not less than 15 calendar days prior to the expiration date of the expiring policy(ies).

The General Liability, Automobile Liability and Aircraft Liability insurance policies shall name City of Fresno, its officers, officials, agents, employees and volunteers as an additional insureds. Operator’s insurance shall be primary as respects to the City, its officers, offici als, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents and volunteers shall be excess of the Operator’s insurance and not contribute with it. Any Workers’ Compensation insurance policy shall contain a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. Operator shall have furnished CITY with the certificate(s) and applicable endorsements for ALL required insurance before conducting any activity at the Fresno Chandler Executive Airport.

Operator shall furnish City with copies of the actual policies upon the request of CITY'S Risk Manager or his/her designee and this requirement shall survive the use of City grounds and facilities.

If at any time during Operator’s activi ty at Fresno Chandler Executive Airport, Operator fails to maintain the required ins urance in full force and effect, the Operator’s activity at Fresno Chandler Executive Airport shall be discontinued immediately until notice is received by Ci ty that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY.

The City reserves the right to change the required insurance coverage at any time by letter and the Operator shall comp ly within thirty (30) days from date of notice.

14. Operator shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Oper ator or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the activity of the Operator, its principals, officers, agents, employees, persons under the supervision of Operator, vendo rs, suppliers, invitees, consultants, sub- consultants, subcontractors, anyone employ ed directly or indirectly by any of them or for whose acts they may be liable or any or all of them at the Fresno
Chandler Executive Airport.

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15. Lessee, or Lessee’s personal representative, its successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the grounds of race, gender, religion or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction in the use of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, gender, religion or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Lessee, shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, office of the Secretary, Part 21 nondiscrimination federally-assisted programs of the U.S.

Department of Transportation - effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, the Department shall have the right to terminate the Lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued.

Lessee agrees to furnish services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to c harge fair, reasonable and not unjustly discriminatory prices for each unit or serv ice; provided, that the Lessee may be allowed to make reasonable and nondiscr iminatory discount, rebate or other similar types or price reductions to volume purchasers.

16. Lessee, if applicable, must provide a plan meeting all local, state and federal regulations for the storage, containment and disposal of contaminants and toxic waste.

17. Lessee agrees to comply with airport rules and regulations as established and revised from time to time by the Director.

18. Lessee agrees to engage only in the Business or activity authorized by its Agreement. Failure to actively engage in one or more of the Businesses authorized for a period of 90 days or more, shall be grounds for termination by the City of the authority to engage in that or those Businesses, or termination of the Lease.

Lessee shall notify the Director of every instance where Lessee has knowledge of, or suspects that, another Entity is using Lessee’s Premises for a Revenue - Generating Aviation Activity not authorized by the Department. Failure to timely take reasonable means to determine if a particular activity constitutes an unauthorized Revenue-Generating Aviation Activity shall make Lessee liable to the City for the fees and charges per tinent to the unauthorized Revenue- Generating Aviation Activity as if it had been authorized. Further, Lessee shall

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forthwith take steps to terminate the unauthorized Revenue-Generating Aviation Activities.

19. Operator shall abide by all provisions of the then current, approved Airport Security Plan. Without limiting the generality of the foregoing, Operator shall not provide airport gate codes or keys to any member of the general public AND Operator assumes responsibility for the conduct of its employees, officers, directors, agents, customers, clients and business invitees at the Airport. If violations of the Airport Security Plan by the Operator or any of the people for whom the Operator has assumed respon sibility result in fines being levied against the City by any federal or stat e agency, Operator will reimburse the Department for the full cost of such fine s within thirty (30) days of payment. Any conduct which the Director deems to constitute a violation of the Approved Airport Security Plan or a threat to p ubic safety, health or security must be discontinued immediately and may not be re-commenced until specifically authorized in writing by the Director.

20. Operator and/or Operator’s employees must possess all the licenses, certificates and ratings necessary to lawfully engage in the businesses and activities authorized and/or required.

21. Operator shall keep the Leased or Subleased Premises neat, clean and appropriately supplied and shall conduct t he lawful, sanitary, and timely handling and disposal of all solid waste, regulated waste, and other materials including, but not limited to, sump fuel, used oil, solvents, and other regulated waste. The piling and storage of crates, boxes, barrels, containers, refuse, and surplus property is not permitted upon Airport Premises. .

22. Operator shall provide and properly loc ate about the Leased Premises the proper number, types, and sizes of fire exting uishers, and other safety equipment, in accordance with the Uniform Fire Code. All fire extinguisher certifications must be kept current.

23. Operator acknowledges that owners of Aircraft are entitled to use the AOA and may tie-down, adjust, repair, refuel, clean, and otherwise service their own aircraft, provided the service is performed by the Aircraft owner him/herself Any unreasonable restrictions imposed on owne rs or operators or Aircraft by the Operator will be construed as a violation of City policy.

SECTION 5. MINIMUM FACILITIES, EQUIPMENT, HOURS OF OPERATION, STAFFING, ET. AL.

1. Application of this Section 5

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All Entities authorized to conduct any Revenue Generating Aviation Activity at the Airport shall comply with ALL the requirem ents set forth in this Section 5 that are applicable to the Business(es) authorized UNLESS expressly waived or modified in writing by the Director. The mere omission of any particular minimum requirement in a Lease shall not constitu te a waiver or modification of the minimum requirement.

The Director may expressly waive or modify, in writing, any portion of these Section 5 minimum requirements for any Entity upon Director’s determination that such waiver or modification is in the best interest of the public and will not result in undue discrimination against othe r Entities authorized to engage in the same or similar Business(es) at the Airport.

When an Agreement authorizes multiple Revenue Generating Aviation Activities, the authorized Entity shall comply with the minimum requirements established for each separate Business authorized, but the space or capacity requirements need not be cumulated if the Operator can de monstrate, to the satisfaction of the Director, that the facilities will be adeq uate to allow all the authorized Businesses to be conducted simultaneously. In such cases, the minimum requirement that is most strict or imposes the highest standard shall apply, as a minimum.

Revenue Generating Aviation Activities not currently being offered or provided at the Airport, and for which minimum requirements have not yet been established, will be addressed by the Director as and when applications to offer or engage in such Businesses are received.

2. FBOs
Buildings
Each FBO shall lease or construct a public use terminal building complex including:

A customer service counter/office of not less than 100 square feet, with operating two-way air-to-ground radio, current aviat ion charts [covering California and the immediately adjacent states] for sale, and facilities for obtaining rental cars or the use of a courtesy car
A well lighted, comfortably heated and air conditioned waiting lounge of not less than
400 square feet, furnished with comfortable seating for not less than ten people
A discreet flight planning area within or adjacent to the lounge, properly equipped w
ith appropriate wall charts, NOTAMs board, local-access telephone to contact Flight Service, and a computer to access current aviation weather information.

Men ’s and Ladies’ rooms accessible from the lounge.

A public use phone with posted list of numbers to call for after-hours FBO services, overnight accommodation, and ground transportation.

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A free-span hangar of not less than 20,000 square feet
Paved parking as required by code, but not less than sufficient to park ten auto
mobiles
Above-ground, double-walled fuel storage tank(s) with not less than 12,000 g
allons capacity of aviation gasoline
A tank of not less than 5,000 gallons storage for Jet A fuel, which may be truck- mou
nted or stationary. If stationary, it shall be above ground, double-walled and located with the aviation gasoline storage and plumbed for self fueling like aviation gasoline
Storage for not less than 144 quarts of the most popular grades of aviation oil An air hose for inflating aircraft tires, and a constant supply of paper towels for pilots us
e wiping dipsticks and/or cleaning aircraft windshields.

Equipment
Each FBO shall provide:

A tug capable of towing an aircraft of 12,500 # gross weight Tow bars to fit common GA aircraft
An air start cart or vehicle
An electric “boost” cart or v ehicle with 1600 amps capacity at both 14 and 28 volts, with adapters to fit common GA aircraft [all the foregoing may be combined in one or more vehicles]
An air compressor capable of compressing air to not less that 125 psi for landing gear strut and/or tire inflation
Bottled nitrogen for inflating Aircraft landing gear struts and/or tires Dollies and other equipment for use with th e tug in removing disabled aircraft of 12,500 # gross weight from the AOA
Aviation grade oxygen re-fills
Hours o
f Operation
.

Each FBO shall be open for business and attended during all daylight hours except Sundays and not more than nine major holidays each year. Any closures or other deviations from this schedule must be re quested in advance and approved in writing by the Director.

During regular business hours, each FBO shall promptly provide Equipment and trained personnel to remove disabled Aircraft (under 12,501#) from the AOA – at the request of, and with an appropriate release of liability or indemnification from the owner or operator of the disabled aircraft or the Director.

Outside regular business hours, each FBO shall be on-call to provide the same Equipment and trained personnel within four (4) hours. If multiple FBOs are obligated to provide aircraft removal services on the Airport, they may agree among

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themselves as to which shall be on-call and when, provided that a copy of their written agreement is supplied to the Director and kept current thereafter Each FBO shall be on-call to provide after-ho urs fuel service within four (4) hours of a customer request.

Each FBO shall have on duty during the required operating hours of each Core FBO service a quantity of personnel sufficient to meet the Minimum Standards for each authorized and/or required business. However, multiple responsibilities may be assigned to employees where feasible.

Qualifications of Fuel Handling Personnel
All FBO fuel handling personnel shall be trained in the safe and proper handling, dispensing, and storage of aviation fuels. The FBO shall develop and maintain Standard Operating Procedures (SOP) for refueling and ground handling operations and shall ensure compliance with standards set forth in the Uniform Fire Code and FAA Advisory Circular 00-34A, Aircraft Ground Handling and Servicing.

The SOP
shall address bonding and fire protection, public protection, control of access to the fuel storage area, and marking and labeling of fuel storage tanks and fuel dispensing equipment, and shall be submitted to the Director no later than thirty (30) days prior to the FBO commencing fueling activities.

Additionally, the FBO shall comply with FA A Advisory Circular 150/5230-4, Aircraft Fuel Storage, Handling, and Dispensing on Airports, Airport rules and regulations, and all other applicable laws related to aircraft fuel handling, dispensing and storage.

Each FBO shall obtain all applicable fueling certifications and permits, and receive periodic refresher training as required. The Director and/or the FAA may periodically conduct inspections of the FBO activities and facilities to ensure compliance with laws, regulations, and Minimum Standards.

Additional Requirements for FBOs
Each FBO shall furnish good, prompt, cour teous and efficient services, adequate to meet all reasonable demands, on a fair, reasonable and non-discriminatory basis.

Each FBO shall operate its business in a first-class manner and shall, at all times, keep its premises at the Airport in a safe, cl ean and orderly condition consistent with the Business activities authorized, and satisfactory to the Director. Each FBO shall accept not less than three major credit cards and at least one oil company credit card.

Each FBO shall select and appoint a full -time manager of its operations at the Airport. Such manager shall be properly qualified and experienced and shall be vested with full power and authority to ac t in the name of the FBO in respect to the

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method, manner and conduct of the author ized Business. Such manager or a duly authorized subordinate shall be present and available at the Airport during regular business hours. Each FBO shall provide the Director, and keep current, a typed list of the names, addresses, and contacts for all personnel responsible for the operation and management of the FBO. In addition, the Director shall be provided a point-of-contact with phone numbers for emergency situations.

All FBO personnel who have regular contact with the public or customers of the FBO (except the FBO ’s pilots, office personnel, marketing personnel and offsite sales persons) shall wear attractive uniforms with appropriate insignia and nameplate so they may be readily identified.

Each FBO shall control the conduct, demeanor and appearance of its employees and representatives. Upon receiving a reasonable and specific complaint from the Director concerning the conduct, demeanor or appearance of any employee, the FBO shall forthwith take all steps necessary to remove the cause of the complaint.

3. SASOs
A. General Requirements for all SASOs
Operating hours
Eight daylight hours per day, on the same five continuous days each week, exclusive of a two week period when a SASO may, by prior notice, be closed for vacation. The operating hours sh all be posted near the door to the Operator’s Leased or Subleased Premises.

Leased Space
Each SASO shall operate out of a buildin g located on the airport. The Leased or Subleased Premises shall be of an appropriate size to accommodate the services being offered, be accessible to the publ ic, and be marked with appropriate external signage. Each SASO shall provide paved auto parking appropriate for the needs of the business.

Responsible Personnel
Each SASO shall provide the Director, and keep current, a typed list of names, addresses, and contacts of all pers onnel responsible for the operation and management of the SASO.

B. Additional Requirements for Specific SASOs

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1. Flight Training SASOs
SASOs
providing aircraft dual and solo ground and flight instruction necessary to complete the written examination and fli ght check for any category of pilot certificate or rating shall, as a minimum:
a. Provide at least one (1) or more FAA certified flight instructors as necessary to meet the flight training demand and schedule requirements.
b. Provide at least four (4) properly licensed and maintained fixed wing aircraft and/or at least one (1) helicopter equipped to accomplish the services offered. If only helicopter instruction is offered, no fixed wing aircraft will be required.
c. Provide air-conditioned classroom space of not less than 100 square feet.

2. Airframe and Power Plant Maintenance SASOs
SASOs providing major or minor airframe and/or power plant servicing, maintenance, overhaul, repairs or modifications shall:
a. Operate from a ventilated shop space large enough to accommodate one multi-engine Aircraft of 12,500# gross weight. b. Have on-duty at lest one (1) FAA-certified technician who posses an airframe and/or powerplant certificate, with inspection authorization, or possess and operates pursuant to repair station certificate pursuant to FAR Part 145.
c. Provide equipment, supplies and parts required for GA aircraft and power plant inspection, maintenance and repair.

3. On-Demand SASOs
SASO's providing On-Demand Air Transportation shall:
a. Provide at least one (1) person who is appropriately licensed and rated to permit the flight activity offered by the SASO. b. Provide one properly maintained and equipped aircraft to accomplish the services offered.

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An On-Demand SASO shall have and display, a current FAR Part 135 Certificate.

4. Aircraft Rental SASOs
SASOs renting aircraft to be flown by third-party, licensed pilots shall:
a. Have at least one (1) person av ailable to meet customers' needs. b. Have available for rental, a minimum of four (4) owned or leased fixed wing aircraft and/or one helicopter, all of them certified and Airworthy. These may be the same aircraft used for flight instruction if the Aircraft Rental SASO is also a Flight Training SASO.

5. Avionics Maintenance and Sales SASOs
SASOs providing avionics services, which include the maintenance, repair, and installation of aircraft avionics, radios instruments, and accessories, and includes the sale of such equipment, shall:
a. Operate in ventilated office or shop space on the Airport that is able to accommodate at least one fixed wing aircraft.
b. Have at least one (1) trained and FAA certified technician. c. Hold the appropriate FAA certif icates required for the types of services offered.

6. Aircraft Hangar Rental SASOs
An Aircraft hangar rental SASO leases and rents hangars or hangar space or tie- down space to third-party aircraft ow ners or operators solely for those third- parties’ storage of their owned or operated Aircraft. An Aircraft hangar rental SASO shall:
a. Lease or construct hangars sufficient to store, in complete security, not less than twenty (20) single-engine GA Aircraft. Each hangar shall be lighted and have not less than 15 amps electrical service.

SASO shall provide for its hangar tenants at least one lockable rest room for every 20 hangars or portion thereof, with an outside hose bibb. Further, SASO shall prov ide trash bins for use by SASO’s tenants, which SASO shall empty as often as required but not less

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than once each week, disposing of the trash at SASO’s expense at a location off the Airport.
b. Make known contact name and phone number for SASO, hangar availability, and rental rates by posted informational sign. Operator shall employ a system of master-keyed padlocks and shall supply each hangar tenant a discrete lock, which said tenant shall use exclusively to secure his/her rented hangar. Two copies of the master key shall be provided to the Director.
c. Provide the Director, and keep current, a list of all Operator’s renters, with their names addresses and phone numbers and the make, model and “N” number of their s tored Aircraft, plus a list of Aircraft owners, if any, waiting for a hangar to become available for rental.
d. SASO shall rent hangars for aircraft storage purposes only .

Without limiting the generality of the foregoing, no hangar may be used primarily for storing or inventorying personal property that is not closely associated with the se rvicing, maintenance and/or care of an Airworthy Aircraft stored in the hangar. or Aircraft actively in process of being made Airworthy in the hangar, or an Aircraft being prepared for public display, or be ing specially prepared, treated and preserved for future rehabilitation in the hangar. Extensive Storage of personal property in any hangar, except as a incident of the hangar’s primary use as aforesaid, shall constitute a breach of the SASO’s Agreement with the City.
e. Hangar tenants may perform only Preventive Aircraft Maintenance in accordance with 14 CFR Part 43 within their rented hangars.

Any other aircraft maintenance must be performed by an authorized FBO, SASO, MSP, or by the tenant in accordance with 14 CFR Part 43.3(d). Experimental aircraft construction and maintenance is allowed in accordance with 14 CFR Parts 21 and 65. Any type of hazardous or combustible material storage shall be permitted within the hangar property only in amounts allowed under the Uniform Fire Code. The piling and storage of crates, boxes, barrels, and containers, refuse, and surplus property shall not be permitted outside the hangar. All activity in or about the hangars shall be in accordance with the requirements of the Uniform Fire Code.

7. Aircraft Sales SASOs
SASOs providing new and/or aircraft sales and aircraft brokerage services shall:

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a. Operate from an exclusively occupied office on the Airport and have at least one (1) qualified aircraft salesperson who holds a current pilot certificate with appropriate aircraft type ratings

8. Aircraft Restoration, Painting, and Refurbishing SASOs SASOs providing the restoration, painting and refurbishing of aircraft structures, propellers, accessories, interiors, exteriors, and components, shall:
a. Operate from a ventilated shop space large enough to accommodate one multi-engine Aircraft of 12,500# gross weight. b. Have at least one (1) qualified person that has certificates appropriate for the work performed.
c. Meet all requirements of the Uniform Fire Code.
d. If painting is to be performed on the Airport, holds any and all the air quality and other permits required for same.

9. Specialized Flying Services SASOs
SASOs providing specialized commercial flying services such as non-stop sightseeing tours, aerial photography or surveying, power line or pipeline patrol, firefighting or fire patrol, air ambulance, airborne mineral exploration, banner towing, and other air transportation operations specifically excluded from FAR Part 135 shall:
a. Provide at least one (1) person who holds a current FAA appropriate pilot certificate and medical certificate with ratings appropriate for the operator's aircraft.
b. Own or lease at least one (1) Airworthy Aircraft.

10. Commercial Skydiving
Inasmuch a s the Airport is located under FYI’s Class C Airspace, n o skydiving whatsoever is authorized at, on or from the Airport.

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Last Updated 07/11/2005 22

11. Aerial Applications
Aerial application operations are not authorized at, on or from the Airport.

12. Mobile Service Providers.

If the Director shall determine that the significant needs of Chandler’s based aircraft owners are not being adequately served by the authorized, on-airport SASOs, he may, in his discretion, author ize Mobile Service Providers who shall meet at least the following general requirements:

Each MSP shall hold a City issued Commercial Aviation Operator Permit.

Each MSP shall ensure compliance with Airport Security Access Plan.

Each MSP shall provide sufficient qualified personnel necessary to meet the Minimum Standards for each aeronautical service provided. However, multiple responsibilities may be assigned to employees where feasible.

Each MSP shall provide the Director, and keep current, a written statement of names, addresses, and contacts of all personnel responsible for the operation and management of the MSP.
7/11/05 version

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DISCLOSURE OF CONFLICT OF INTEREST
between City of Fresno (“Fresno”)
(“ ”)
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.

Explanation:

Signature
Date
(name)
(company)
(address)
Addit ional page(s) atta ched.
(city state zip)

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